OMCC · Read the filing

10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 2025

☐ 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

OLD MARKET CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(Address of Principal Executive Offices) (Zip Code)

(531) 867-3631

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock OMCC NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐No☒

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 period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No 

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files). Yes No 

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

Large accelerated filer  Accelerated filer  Non-accelerated filer 

Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No 

The aggregate market value of Common Stock of the registrant, all of which is voting, held by non‐affiliates based on the closing sales price on NASDAQ on September 30, 2024 was $42.3 million.

As of June 23, 2025, approximately 6.7 million shares of common stock of the Registrant were outstanding. Of the Registrant’s approximately 12.7 million shares of common stock issued as of that date, approximately 5.4 million shares were held by the Registrant’s principal operating subsidiary and approximately 658 thousand shares were held by the Registrant. Pursuant to applicable law, the shares held by the Registrant and its subsidiary are not entitled to vote and, accordingly, approximately 6.7 million shares were entitled to vote.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2025 Annual General Meeting of Shareholders are incorporated by reference into Part III, Items 10 through 14, of this Annual Report on Form 10-K.

OLD MARKET CAPITAL CORPORATION

FORM 10-K

TABLE OF CONTENTS

Part I.

Item 1 Business 4

Item 1A Risk Factors 7

Item 1B Unresolved Staff Comments 10

Item 1C Cybersecurity 10

Item 2 Properties 11

Item 3 Legal Proceedings 11

Item 4 Mine Safety Disclosures 11

Part II

Item 6 [Reserved] 12

Item 7A Quantitative and Qualitative Disclosures About Market Risk 16

Item 8 Financial Statements and Supplementary Data 17

Item 9A Controls and Procedures 56

Item 9B Other Information 58

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 58

Part III

Item 10 Directors, Executive Officers and Corporate Governance 58

Item 11 Executive Compensation 58

Item 14 Principal Accountant Fees and Services 58

Part IV

Item 15 Exhibits and Financial Statement Schedules 58

Signatures

Exhibit Index

PART I.

Item 1. Business

Our Company

Old Market Capital Corporation (NASDAQ:OMCC), which we refer to as "OMCC," “the Company,” “our Company,” “we,” “us,” or “our” was previously a specialized consumer finance company. After the Company announced the restructuring of its operations in November 2023, the Company now operates as a holding company which indirectly owns a controlling interest in a broadband company and which seeks to pursue additional controlling interests in other companies and sectors yet to be determined.

Former Consumer Finance Business

On November 13, 2023, the Company entered into a Master Asset Purchase Agreement (the "Westlake Purchase Agreement") with Westlake Services, LLC dba Westlake Financial, a California limited liability company ("Westlake Financial"), pursuant to which the Company agreed to sell substantially all of the finance receivables and all of the repossessed assets of the Company. In connection with entering into the Westlake Purchase Agreement, the Company ceased new loan originations of contracts and direct loans. On April 26, 2024, the transactions contemplated by the Westlake Purchase Agreement. The Company no longer originates auto loans and has been in the process of winding down previously charged off accounts and other related business activities.

Broadband Business

On June 15, 2024, the Company, through the acquisition and subsequent contributions, acquired sahres totaling 56.5% of the issued and outstanding common shares of Amplex Electric Inc, an Ohio corporation ("Amplex"), and concurrently with such closing, the Company and the remaining Amplex shareholder contributed all of their Amplex shares to newly formed holding company named Amplex Holdings, Inc., a Delaware corporation ("Amplex Holdings"), in exchange for common shares of Amplex Holdings. Immediately following such exchange the Company held 56.5% of the issued and outstanding common shares of Amplex Holdings, and Amplex Holdings held 100% of the issued and outstanding common shares of Amplex. Amplex is a provider of broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. As of March 31, 2025, Amplex had approximately 13,000 broadband customers (4,400 fiber subscribers) and over 12,000 fiber passings completed. Amplex's customer base includes both residential and commercial customers.

Additional Opportunities for Growth

In addition to Amplex's activities in the broadband sector, the Company is open to exploring other industries that offer the potential for stable and attractive returns on invested capital. The Company intends to continue to pursue an opportunistic approach in identifying opportunities that align with its investment criteria.

Our goal is to drive growth in intrinsic value per share at an appealing rate by retaining capital for reinvestment in the growth of our existing operating subsidiary, pursuing strategic investments, and/or funding new, long-term income-generating ventures. We will regularly evaluate each capital allocation option, and decisions will be made based on our management team's judgment of where capital is most likely to deliver the potential for strong long-term returns.

Our History

The Company started as Nicholas Financial, Inc. (“Nicholas Financial Parent”) a Canadian holding company incorporated under the laws of British Columbia in 1986. The business activities of Nicholas Financial Parent were conducted exclusively through its wholly-owned indirect subsidiary, Nicholas Financial, Inc., a Florida corporation (“NFI”). NFI was a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts (“Contracts”) for purchases of used and new automobiles and light trucks. Additionally, NFI, prior to the end of the third fiscal quarter of the fiscal year 2024, sold consumer-finance related products and, prior to the end of the third fiscal quarter of the fiscal year ended March 31, 2023, NFI originated direct consumer loans (“Direct Loans”). Nicholas Data Services, Inc., a Florida corporation (“NDS”), was a second direct wholly-owned subsidiary of Nicholas Financial Parent and it served as the intermediate holding company for NFI. NF Funding I, LLC, a Florida limited liability company (“NF Funding I”), was a wholly-owned, special purpose financing subsidiary of NFI, but that subsidiary was dissolved prior to the end of the fiscal year ended March 31, 2023 when it no longer served any purpose.

On April 18, 2024, Nicholas Financial Parent filed its Certificate of Corporate Domestication and Certificate of Incorporation in the State of Delaware in order to complete its continuation and domestication from a company incorporated under the laws of British Columbia to a corporation incorporated under the laws of the State of Delaware, as further described and set forth in its Registration Statement on Form S-4 (File No. 333-275704), as amended, filed with the Securities and Exchange Commission ("the SEC") on January 29, 2024, and its Proxy Circular/Prospectus (File No. 333-275704) filed with the SEC on March 19, 2024. As a result of the domestication, the Company's common stock par value increased from $0.00 per share to $0.01 per share.

On April 26, 2024, Nicholas Financial Parent closed upon the sale of substantially all of the finance receivables and all of the repossessed assets of Nicholas Financial Parent and NFI to Westlake Financial, as further described and set forth in its Current Report on Form 8-K filed with the SEC on May 1, 2024 (collectively, the “Loan Portfolio Sale”).

On June 15, 2024, Nicholas Financial Parent closed upon the acquisition of approximately 56.5% of the issued and outstanding common shares of Amplex, as further described and set forth in its Current Report on Form 8-K filed with the SEC on June 21, 2024 (collectively, the “Amplex Acquisition”). In conjunction with the closing of the Amplex Acquisition, Nicholas Financial Parent converted the outstanding principal and accrued interest of approximately $0.8 million in the aggregate under certain term loan advances made from February 2024 to June 2024 ("the Term Loan Advances") into 421 shares of Amplex common stock at the share purchase price of $1,792.55, per share, and Nicholas Financial Parent contributed $3.0 million for 1,674 shares of Amplex common stock, at the purchase price of $1,793.19 per share, bringing Nicholas Financial Parent's total ownership to 56.5% of the issued and outstanding common shares of Amplex.

Effective as of September 27, 2024, Nicholas Financial Parent filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name from Nicholas Financial, Inc. to Old Market Capital Corporation. The Company is a holding company incorporated under the laws of the State of Delaware with NDS as a direct wholly-owned subsidiary, Amplex Holdings as a direct majority-owned subsidiary, and Amplex as an indirect majority controlled subsidiary wholly owned by Amplex Holdings.

In December of 2024, the Company invested an additional $4.5 million into Amplex Holdings for 2,583 shares at the purchase price of $1,742.16 per share, increasing the Company's ownership percentage to 60.9% of the issued and outstanding common shares of Amplex Holdings.

The Company’s principal executive office previously located in Clearwater, Florida was closed in January 2025. The Company's new principal executive offices are now located at 1601 Dodge Street, Suite 3350, Omaha, Nebraska, 68102.

Industry Background

Broadband Services. Amplex offers fiber optic and fixed position wireless connectivity to homes, businesses, and community organizations across Northwest and North Central Ohio. With the growing demand for higher bandwidth and faster connections for both industrial and residential needs, fiber optic technology is increasingly becoming the standard. Unlike metal cables, fiber optic cables provide much greater bandwidth, allowing a far higher volume of data to be transmitted in less time. This enhanced capacity is one of the primary advantages of fiber optics. Additionally, fiber optics experience low power loss, enabling longer transmission distances compared to other media. They are also less susceptible to electromagnetic interference, offer greater capacity, and are lighter than traditional copper wire connections. Made of glass, fiber optic cables can also offer cost benefits over copper wire.

However, fiber optic technology comes with its challenges. It can be more difficult and expensive to install than copper and requires time for engineering and permitting as well as the need for specialized equipment for installation and testing. Fiber is also more prone to damage during installation or construction activities. Despite these challenges, we believe that the demand for broadband services has surged since the COVID-19 pandemic and will continue to rise as businesses and consumers increasingly rely on remote connectivity for work, education, telehealth, and other needs. As new technologies evolve, the demand for digital information and services is expected to grow.

In addition to fiber optic technology, Amplex maintains a strong fixed position wireless network where they are able to provide a high bandwidth solution in rural areas and communities where fiber technology does not currently exist and/or it is cost prohibitive to install.

Business Overview and Strategy

General Overview. Since present management took over and restructured the Company's operations, we are actively engaged in seeking investment opportunities to add intrinsic value for shareholders. Our strategy centers on investing in companies and business sectors that have a proven track record, or that we believe have the potential to consistently generate strong earnings over time. We focus on those with attractive historical pre-tax returns on tangible equity capital, and that we believe are available at a fair price.

We intend to explore acquisitions through a variety of channels, including internal outreach such as phone calls, research, and mailings, as well as long-standing business relationships. We also plan to evaluate opportunities presented by brokers and other professionals. Our focus remains on acquisitions that align with our growth strategy. All potential acquisitions carry inherent risks and uncertainties, including the timing, likelihood, and extent of anticipated benefits or cost savings. In addition to full acquisitions, we are also exploring opportunities to acquire significant interests in existing businesses. We prioritize businesses with a track record of strong, consistent earnings and solid pre-tax returns on tangible equity, provided they are available at a reasonable valuation. While we generally prefer a controlling interest, we may consider minority positions or stock-based transactions when the economics are compelling.

Broadband. We aim to capitalize on the increasing demand for high-speed internet in rural areas, driven by the broader shift toward digital consumption and remote work. Amplex currently serves underserved communities across Northwest and North Central Ohio where existing providers often fail to deliver adequate speed and bandwidth.

Our strategy is to expand our presence in the rural broadband sector, anticipating continued growth in demand for reliable, high-capacity internet access. We believe fiber-to-the-home (FTTH) is a long-term asset that aligns with our focus on investing in durable businesses capable of delivering attractive pre-tax returns on invested capital. Studies indicate that many U.S. households, especially outside major metropolitan areas, remain unconnected to high-speed broadband due to limited all-fiber infrastructure.

By utilizing the Company’s strong balance sheet, access to a $21 million loan under the USDA’s Rural Utilities Service ("RUS") Reconnect loan program, a strong relationship with Hancock-Wood electrical cooperative, a local power utility, and alignment with the Company's management team, we believe we are well-positioned to extend FTTH service to more communities across Northwest and North Central Ohio. We view the FTTH market as one with a diversified customer base and barriers to entry that limit competition. Furthermore, the broadband space remains highly fragmented, with many small operators who may be open to acquisition, offering us continued opportunities for growth.

Competition

Broadband. Amplex's broadband business delivers high-speed internet access, primarily targeting rural and underserved communities with limited connectivity and growing bandwidth needs. As demand for faster, more reliable service continues to rise, we recognize that competition may increase. Major operators—such as Brightspeed, Charter Communications, Comcast, and Frontier—as well as telecom companies like AT&T, T-Mobile, and Verizon, may seek to expand into the markets Amplex serves.

We also anticipate potential competition for Amplex from emerging technologies, including 5G home internet and other next-generation solutions, which may disrupt traditional service models. Amplex's broadband services will continue to compete with a broad range of providers, including wireless carriers, satellite and wireline broadband operators, and companies investing in fiber-based infrastructure.

Rapid technological advancements may further challenge existing business models, and we remain focused on adapting Amplex's strategy to stay competitive in an evolving digital landscape.

Regulation

Through the Amplex Acquisition, many but not all of Amplex’s services and networks will be regulated by the Federal Communications Commission (the “FCC”), as well as by state and local governments. Whether Amplex’s networks or services are regulated or unregulated depends on numerous factors, including but not limited to whether Amplex offers telecommunications service, as defined in state and federal laws, or video service. The construction and maintenance of Amplex’s fiber optic networks may face local regulations that can adversely impact the timing or deployment of services. Certain of Amplex’s services that are provided via wireless transmission require FCC licenses. In private communities and mobile home parks, Amplex may be required to obtain the consent of the homeowners’ association or other property owners to provide services, and Amplex may have to pay a fee to obtain access to the property and provide its services. Finally, to deploy Amplex’s networks, it frequently must obtain agreements from local power utilities to use their poles and in some cases easements from landowners.

Human Capital Resources

We believe that long-term stockholder value is best achieved by business practices that support the broader interests of all stakeholders, including our employees. We are committed to fostering a workplace where employees feel engaged, empowered, and appropriately rewarded. Our culture is central to how we operate and grow, and we actively promote collaboration, creativity, inclusivity, and a sense of ownership across the organization.

As of March 31, 2025, we employed 82 individuals: 79 in broadband operations and 3 in administrative or corporate functions at the OMCC level. Over 98% of our workforce is full-time, and none of our employees are represented by collective bargaining agreements. We believe our relationship with employees is strong.

Hiring, developing, and retaining talent is a key priority. We strive to cultivate a diverse and inclusive workplace where employees feel respected and are supported in reaching their full potential. We offer competitive compensation and benefits, including fair wages, performance-based incentives, a 401(k) plan with company matching, healthcare coverage, parental leave, and other benefits designed to support overall well-being. Additionally, the Company maintains an Employee Assistance Program which is part of the standard benefits package for personal issues that arise outside of the Workers Compensation plan.

Employee safety is a core focus, and we dedicate significant resources to safety training and education. To further support a responsible and transparent work environment, we maintain an Employee Handbook which directs employee inquiries or issues to supervisors, HR, or directly to Management. We maintain an open-door policy where employees have numerous confidential communication avenues to raise concerns directly to senior management.

Available Information

The Company’s filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, definitive proxy statements on Schedule 14A, Current Reports on Form 8-K, and any amendments to those reports filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act, are made available free of charge through the Investors section of the Company’s Internet website at https://www.oldmarketcapital.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. The Company is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Annual Report. Copies of any materials the Company files with the SEC can also be obtained free of charge through the SEC’s website at http://www.sec.gov.

ITEM 1A. Risk Factors

The following factors, as well as other factors not set forth below, may adversely affect the business, operations, financial condition or results of operations of the Company (sometimes referred to in this section as “we” “us” or “our”). The risks described in this Annual Report on 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.

Risks Related to Our Business and Industry

Weak economic conditions may have a negative impact on Amplex.

Weak economic conditions may have a negative impact on Amplex. A substantial portion of Amplex's revenue comes from customers whose spending patterns may be affected by prevailing economic conditions. Weak economic conditions in the United States may affect demand for Amplex products and services and have a negative impact on its results of operations. For example, weak economic conditions will likely impact Amplex customers’ discretionary spending and as a result, they may reduce the level of services to which they subscribe or may discontinue subscribing to one or more of the Amplex services altogether. This risk may be increased by the expanded availability of free or lower cost competitive services, such as certain streaming services, or substitute services for broadband and voice services, such as wireless and public Wi-Fi networks.

Amplex is subject to various federal, state and local laws and regulations.

Amplex is subject to various federal, state and local laws and regulations. In particular, the Communications Act of 1934, as amended (the “Communications Act”) and Federal Communications Commission (“FCC”) regulations and policies affect significant aspects of Amplex. Federal agencies are considering adopting new regulations for communications services, including broadband. States and localities are also increasingly proposing new regulations impacting communications services, including broader regulation of broadband networks. Any of these regulations could significantly affect the business, legal and compliance costs of Amplex. In addition, United States regulators and courts could adopt new interpretations of existing competition or antitrust laws or enact new competition or antitrust laws or regulatory tools that could negatively impact Amplex. Any future legislative, judicial, regulatory or administrative actions may adversely impact the Amplex business by increasing Amplex costs, increasing competition, or imposing additional restrictions on Amplex, some of which may be significant and/or limiting the ability of Amplex to offer services in a manner that would maximize its revenue potential.

Legislative and regulatory changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how Amplex manages its Internet access services and networks; the adoption of new customer service or service quality requirements for Amplex Internet access services; the adoption of new privacy restrictions on the collection, use and disclosure of certain customer information by Amplex; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for Amplex; new restraints on the discretion of Amplex over programming decisions; new restrictions on the rates Amplex charges to consumers for one or more of the services or equipment options offered by Amplex; and increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of Amplex facilities.

The broadband services of Amplex are subject to a number of regulations and commitments. The FCC frequently considers imposing new broadband-related regulations. States and localities also periodically consider new broadband-related regulations, including those regarding broadband affordability. New broadband regulations, if adopted, may have adverse effects on Amplex. Amplex may also become subject to additional broadband-related commitments as a condition of receiving federal or state broadband funding. The Company is unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on Amplex.

Radio spectrum, both unlicensed and licensed, is critical to the operation of Amplex's fixed wireless network. FCC or Congressionally mandated changes to the operating regulations, forced relocations of existing licensed spectrum, and other regulatory changes may result in significant cost and/or loss of customers.

We may incur losses due to asset impairment charges related to goodwill and other intangible assets.

In addition to reviewing our investment securities for potential impairment, and as a result of the Amplex Acquisition, the addition of goodwill and intangible assets to our balance sheet we plan to conduct an annual goodwill impairment test, to be performed in the Company's fourth fiscal quarter annually. The recent review and subsequent valuation work performed by a third party as part of our purchase price allocation analysis for the Amplex Acquisition did not result in any impairment charges. However, we continue to monitor events or changes in circumstances that could indicate the need for an interim impairment test before our next annual review.

For instance, a sustained period during which our market capitalization falls significantly below our book value could be an indicator that the fair value of one or more reporting units is less than its carrying amount. In such cases, we would be required to perform an impairment test under ASC 350, Goodwill and Other Intangible Assets. If impairment is confirmed and the presumption of fair value decline cannot be overcome, we would record a non-cash charge. Any such charge could materially and adversely affect our financial condition and results of operations.

We rely significantly on our executive leadership, and the loss or limited availability of key personnel could negatively impact our business.

Our success is highly dependent on the expertise, leadership, and continued service of our executive officers and senior management team, including our Chief Executive Officer (CEO), Chief Financial Officer (CFO), and the senior leadership of Amplex as our sole operating subsidiary. The unexpected departure, unavailability, or reduced involvement of any of these individuals could materially and adversely affect our operations, financial condition, and future prospects. The Company is focused on maximizing shareholder value and intentionally keeps corporate headcounts low and as efficient as possible to keep overhead costs down.

Risks Related to our Common Stock

Operating as a U.S. public company exposes us to increased costs and regulatory burdens.

As a publicly traded company in the United States, we face ongoing and significant expenses related to legal, accounting, insurance, and compliance obligations. These include costs associated with SEC reporting requirements, NASDAQ listing standards, and the Sarbanes-Oxley Act, as well as other corporate governance and regulatory frameworks. These requirements have increased steadily over time and are expected to continue doing so, resulting in higher compliance costs and more time-consuming administrative processes.

Although the exact impact is difficult to quantify, we anticipate elevated spending in areas such as legal counsel, audit services, director and officer liability insurance, and internal controls. In some cases, obtaining adequate insurance coverage may become more difficult or costly, potentially requiring us to accept lower policy limits or pay higher premiums. These regulatory demands may also hinder our ability to attract and retain qualified directors, executive officers, and committee members.

We may seek to raise additional equity capital through public or private offerings, which could significantly dilute your investment.

Future sales of our equity securities, whether through follow-on offerings, private placements, or equity awards under management’s compensation plan, could result in material dilution to existing stockholders. We may require substantial additional capital to support our acquisition strategy and ongoing operations. There is no assurance that we will be able to raise such funds on favorable terms, or at all. Failure to secure needed capital on a timely basis could have a material adverse effect on our business.

If we issue equity or convertible securities, including preferred stock, these securities may include voting rights, dividend and liquidation preferences, conversion or redemption features, and antidilution protections. Such issuances may reduce the ownership percentage of existing stockholders, negatively affect the market value of our stock, and potentially alter the rights of current holders. Additionally, the issuance or anticipated conversion of such securities could impair our ability to raise future capital on favorable terms, as holders may choose to convert when it is least advantageous for us to seek new financing.

We may incur additional debt financing, which could impose restrictive covenants and materially affect our financial condition.

As of the date of this report, aside from borrowings by Amplex under the RUS loan program, we have not engaged in significant debt financing. However, if our operations expand and we reach higher levels of revenue and cash flow, we may choose to utilize debt to support acquisitions and operational needs. Subject to market conditions and capital availability, we or our subsidiaries could incur substantial debt through various instruments, such as credit facilities (including term loans and revolving credit lines), structured financings, or public or private debt offerings.

Future debt arrangements may include restrictive covenants that limit our financial and operational flexibility. Non-compliance with these covenants could materially impact our ability to meet debt obligations and could have a significant adverse effect on our financial condition. Some of these arrangements may occur at the subsidiary level, but could also include parent-level guarantees or require pledging of substantially all assets of the Company or its subsidiaries.

The amount of leverage we may use will depend on several factors, including acquisition and investment opportunities, available capital, access to credit markets, and our and our lenders’ views on the stability of our cash flows. Our organizational documents impose no cap on the amount of debt we may incur, and we may substantially increase our leverage at any time without shareholder approval. Debt levels may vary across different assets and entities within our structure, with some subsidiaries carrying significantly higher leverage.

While leverage can amplify returns, it also increases risk. Incurring substantial debt could expose us to risks that may materially and adversely impact our business, including:

•

Insufficient cash flow to meet principal and interest obligations or comply with debt covenants, potentially resulting in:

Debt acceleration and cross-defaults under related agreements;

Inability to access additional credit, or;

Foreclosure or forced sale of assets;

•

Heightened vulnerability to adverse economic, industry, or market conditions;

•

Reduced financial flexibility, as a significant portion of operating cash flow may be allocated to debt service rather than to operations, acquisitions, distributions, or other initiatives, or:

•

Inability to refinance maturing debt on favorable terms, if at all.

Our ability to access capital may be limited.

Our access to equity and debt capital is influenced by factors largely outside our control, such as:

•

General economic, market, or industry conditions;

•

Market perceptions of our asset quality and growth potential;

•

Our current and projected earnings and shareholder distributions, and;

•

The market value of our securities.

Should access to capital become constrained, we may need to rely more heavily on equity issuances, which could dilute existing shareholders, or on expensive debt financing that consumes a significant share of operating cash flow. We cannot guarantee that capital—whether equity or debt—will be available when needed or on favorable terms, if at all. A lack of access to adequate financing could negatively affect our operations, growth prospects, financial condition, and results of operations.

Risks Related to Privacy and Cybersecurity

Cybersecurity threats and IT system disruptions could significantly impact our business, financial condition, and operations.

OMCC and Amplex rely heavily on information technology systems to manage essential functions, including data management, communications, supply chain logistics, inventory, customer transactions, financial reporting, regulatory compliance, and human resources. Any disruption to these systems, whether due to internal failures, system upgrades, or transitions to new platforms could result in operational delays, transaction errors, data loss, and customer dissatisfaction. These disruptions could materially and adversely affect our business, prospects, financial results, condition, and cash flows as well as Amplex's.

Our systems and Amplex's systems are also vulnerable to damage or interruption from events beyond our control, such as natural disasters, power outages, system failures, cyberattacks, security breaches, human error, and other unforeseen incidents. The shift to remote work has further increased exposure to these risks. In the event of serious disruption, we may be forced to invest heavily in system repairs or replacements and could face prolonged service outages.

Additionally, OMCC and Amplex collect, store, and transmit confidential and personal information, including customer, employee, and vendor data. The secure transmission of this data, particularly through public networks and digital payment systems, is critical to our operations. A breach in our own systems, or those of third-party vendors who handle this data on our behalf, could result in:

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Business disruptions;

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Regulatory fines and penalties;

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Legal liabilities and litigation;

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Loss of customer trust and brand reputation; and/or

•

Substantial costs to investigate, remediate, and enhance cybersecurity infrastructure.

These risks are compounded by the increasing frequency, sophistication, and evolving nature of cyber threats—including ransomware, phishing, password theft, social engineering, and malware. Attacks may go undetected for extended periods and lead to unauthorized access, disclosure, theft, or destruction of sensitive information.

Despite our efforts to maintain robust cybersecurity measures, we cannot guarantee the security of our or Amplex's IT systems or those of our service providers. A successful cyberattack or data breach could have a material adverse effect on our operations, financial condition, and overall business performance.

Amplex operates in a highly competitive market, often against companies with significantly greater resources, and its inability to compete effectively could harm its business and reduce its market share.

Amplex's broadband services face strong competition from a range of technologies, including traditional cable and satellite services. Many of its competitors, particularly established cable and wireless providers possess substantially greater financial, marketing, and human resources than Amplex or we do. These advantages may enable such competitors to offer a broader array of products and services, invest more aggressively in customer acquisition, and retain existing customers more effectively.

Additionally, emerging technologies could introduce new alternatives to the FTTH services Amplex currently offers, further intensifying competition. As Amplex pursues growth and expansion into new markets, Amplex may encounter entrenched incumbent providers with strong brand recognition and loyal customer bases. These incumbents may present significant barriers to entry, making it difficult for Amplex to gain the market share necessary to operate profitably in those areas. Failure of Amplex to compete successfully could adversely affect our business, financial performance, and long-term prospects.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We are committed to maintaining the confidentiality, integrity, and availability of our information systems and data. As part of this commitment, we have implemented a comprehensive cybersecurity program to protect against unauthorized access, use, disclosure, modification, or destruction of our information assets. We are committed to ensuring the security and protection of our Company’s information assets and the personal information of our employees, and other stakeholders.

We recognize that cybersecurity threats are constantly evolving and have the potential to cause significant harm to our Company and our stakeholders. In order to address these risks, we have established a cybersecurity risk management framework that is aligned with industry best practices and regulatory requirements.

Our program includes regular risk assessments, vulnerability management, access controls, incident response planning, and employee training and awareness programs. We also work closely with third-party service providers to ensure that they are meeting our cybersecurity standards.

There can be no assurance that our cybersecurity program will prevent all incidents. In the event of a cybersecurity incident, we have established procedures for prompt investigation, containment, and remediation to minimize the impact on our operations and stakeholders. We believe that our cybersecurity program is robust and effective, and we will continue to invest in and improve our capabilities to address evolving threats. We are committed to transparency and will provide updates on any material cybersecurity incidents that may impact our Company or our stakeholders.

During the fiscal year ended March 31, 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, “Risk Factors” in this Annual Report.

Governance

Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function.The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company personnel. The Company also utilizes an external agency with long term expertise in cybersecurity. The external agency is responsible for helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.

Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the CEO, who help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the audit committee for certain cybersecurity incidents.

The audit committee will receive periodic reports from our management concerning cybersecurity issues, including certain threats and risks and the processes the Company has implemented to address them, as applicable. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk, and mitigation.

Item 2. Properties

The Company leases its corporate headquarters as well as the subsidiary's office and warehouse facilities. The Company’s headquarters, located at 1601 Dodge Street, Suite 3350, in Omaha, Nebraska, consist of approximately 1,400 square feet of office space leased at an annual rate of approximately $26.27 per square foot. The current lease relating to this space was entered into effective March 1, 2025 and expires on February 29, 2028.

As of March 31, 2023, the Company has closed each of its 47 branch offices located in Alabama, Florida, Georgia, Idaho, Illinois, Indiana, Kentucky, Michigan, Missouri, Nevada, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Utah, and Wisconsin. The Company previously acquired Contracts in Idaho and Texas through its virtual expansion office operations based in the Charlotte, North Carolina corporate location. The lease relating to the Company's former central business operations hub, which was located in Rock Hill, South Carolina, was terminated effective January 31, 2024. The lease relating to the Company's former corporate headquarters, which was located in Clearwater, Florida, was terminated effective January 31, 2025.

Item 3. Legal Proceedings

See the disclosure in Note 10 - "Commitments and Contingencies" of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report, which disclosure is hereby incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Common Stock

The Company’s common shares are traded on the NASDAQ Global Select Market under the symbol “OMCC.”

Holders of Record of Common Stock

As of June 27, 2025, there were approximately 58 holders of record of the Company’s common shares.

Dividends

The Company has not declared and paid cash dividends on its common shares in the recent past and has no current plans to declare or pay any cash dividends in the foreseeable future.

Purchases of Equity Securities by the Company and Affiliated Purchasers

In May 2019, the Company’s board of directors (“Board”) authorized a stock repurchase program allowing for the repurchase of up to $8.0 million of the Company’s outstanding shares of common stock in open market purchases, privately negotiated transactions, or through other structures in accordance with applicable federal securities laws. The authorization was effective immediately.

The timing and actual number of sharers will depend on a variety of factors, including stock price, corporate and regulatory requirements and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.

In August 2019, the Board authorized additional repurchase of up to $1.0 million of the Company’s outstanding shares.

There were no shares of our Common Stock repurchased by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the final three months of the fiscal year ended March 31, 2025, other than 0.7 million shares purchased from shareholders dissenting on the sale of assets to Westlake, as discussed further in Note 2 "Summary of Significant Accounting Policies."

Item 6. [Reserved]

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward- Looking Statements

Certain statements in this Annual Report, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements. See “Forward-Looking Statements” immediately prior to Item 1 of Part I of this Annual Report for factors relating to these statements and “Risk Factors” in Item 1A of Part I of this Annual Report for a discussion of certain risk factors applicable to our business, financial condition, results of operations, liquidity or prospects

Any forward-looking statements made by us in this document speak only as of the date on which they are made. We are under no obligation, and expressly disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and accompanying notes included in this Annual Report and the audited consolidated financial statements and notes thereto as of and for the year ended March 31, 2025, and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our 2025. Our results of operations for the fiscal year ended March 31, 2025, may not be indicative of our future results.

Overview

The Company was previously a specialized consumer finance company focused on subprime auto lending. After the Company announced the restructuring of operations in November 2023, the Company now operates as a holding company which owns an indirect controlling interest in Amplex, a broadband company located in northwest Ohio. The Company, which is based in Omaha, Nebraska, continues to pursue additional controlling interests in other companies and sectors yet to be determined.

Change in Operating Strategy

On November 13, 2023, the Company entered into the Westlake Purchase Agreement pursuant to which the Company has agreed to sell substantially all of the Company's finance receivables and all of its repossessed assets to Westlake Financial. On April 26, 2024, the transactions contemplated by the Westlake Purchase Agreement closed.

On June 15, 2024, the Company closed upon the acquisition of 51% of the issued and outstanding common shares of Amplex, which was placed into a newly formed entity Amplex Holdings. Amplex is a provider of broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. As of March 31, 2025, Amplex had approximately 13,000 broadband customers (4,400 fiber subscribers) and over 13,000 fiber passings completed.

Concurrently, on June 15, 2024, the Company converted the outstanding principal of $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the Share Purchase Price of $1,792.55 and purchased 1,674 shares of Amplex common stock at the same Share Purchase Price for a purchase price of $3.0 million. These transactions concurrently executed at the Transaction Closing Date increased the Company's ownership in Amplex to 56.5%. During

the year ended March 31, 2025, the Company entered into a Subscription Agreement whereby the Company invested an additional $4.5 million into Amplex, increasing the Company's ownership percentage to 61%.

How We Generate Revenues and Evaluate our Business

The Company generates revenues primarily its equity interest in Amplex Holdings, which derives its revenues from Amplex's operations. Amplex generates revenues through customer contracts and provides wireless internet services, fiber internet services, video, and other services including voice over internet protocol (VoIP) services. Amplex fulfills obligations and recognizes revenue under a contract with a customer by transferring products and services in exchange for consideration from the customer. Payments received or consideration billed in advance are recorded as deferred revenue. Further, Amplex records accounts receivable for services billed in advance.

Operating income (loss) is a key metric that we use to evaluate segment operating performance and to determine resource allocation between segments. We define operating income (loss) as revenues less operating expenses. Operating expenses for Amplex include the cost of wireless and fiber internet services, cost of other revenue, plant specific and nonspecific operations expenses, general and administrative expenses, and depreciation and amortization expenses.

Result of Operations

Fiscal Year Ended March 31, 2025 compared to Fiscal Year Ended March 31, 2024

Revenues of Continuing Operations

For the fiscal year ended March 31, 2025 and 2024, our revenues in dollars and as a percentage of total revenues were as follows:

For the Year Ended March 31, Variance

(In thousands) 2025 2024 $ Change % Change

Revenue

Revenue totaled $9.4 million for the fiscal year ended March 31, 2025, compared to $0 for the fiscal year ended March 31, 2024. The increase in revenue for the fiscal year ended March 31, 2025 is primarily due to revenue now received by the Company from additional services now now provided by Amplex that were not provided in the prior period. Through acquiring a majority interest in Amplex Holdings, which holds 100% of Amplex, the Company now indirectly through Amplex provides wireless internet services, fiber internet services, and other services including VOIP telephone and video streaming. Further, as a result of the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's revenue is not comparable on a year-over-year basis.

Expenses of Continuing Operations

For the fiscal years ended March 31, 2025 and 2024, our expenses in dollars and as a percentage of total expenses were as follows:

For the Year Ended March 31, Variance

(In thousands) 2025 2024 $ Change % Change

Operating expenses

Cost of wireless and fiber internet services 548 - 548 100 %

Cost of Wireless and Fiber Internet Services and Cost of Other Revenue of Continuing Operations

Cost of wireless and fiber internet services totaled $0.5 million for the fiscal year ended March 31, 2025, compared to $0 for the fiscal year ended March 31, 2024. In addition, cost of other revenue totaled $0.6 million for the fiscal year ended March 31, 2025 compared to $0 for the fiscal year ended March 31, 2024. As discussed above, the Company now indirectly

through Amplex provides wireless internet, fiber internet, and other services in conjunction with its acquisition of a majority interest in Amplex Holdings, which holds 100% of Amplex. Therefore, the cost of wireless and fiber internet services and cost of other revenue increased during the fiscal year ended March 31, 2025 and when compared to the prior period. As a result of the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's cost of wireless and fiber internet services and cost of other revenue is not comparable on a year-over-year basis.

Plant Specific and Plant Nonspecific Operations of Continuing Operations

Plant specific and plant nonspecific operations expenses totaled $2.0 million for the fiscal year ended March 31, 2025, compared to $0 for the fiscal year ended March 31, 2024. Due to the Amplex Acquisition, the Company began providing additional services during the fiscal year ended March 31, 2025 that were not provided in prior periods. Therefore, plant specific and nonspecific operations expenses increased for the fiscal year ended March 31, 2025 when compared to the prior period. As a result of the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's plant specific and nonspecific operations expenses are not comparable on a year-over-year basis.

General and Administrative Expenses of Continuing Operations

General and administrative expenses totaled $10.8 million for the fiscal year ended March 31, 2025, compared to $6.2 million fiscal year ended March 31, 2024. The increase in general and administrative expenses for the fiscal year ended March 31, 2025 is primarily due to additional professional fees and restructuring expenses incurred in relation to the Amplex Acquisition, which was closed by the Company during the period. As a result of the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's general and administrative expenses are not comparable on a year-over-year basis.

Depreciation and Amortization Expenses of Continuing Operations

Depreciation and amortization expense totaled $2.0 million for the fiscal year ended March 31, 2025, compared to $0.1 million for the fiscal year ended March 31, 2024. The increase in depreciation and amortization expense for the fiscal year ended March 31, 2025 is primarily due to an increase in property, plant, and equipment and intangible assets resulting from Amplex Acquistion. With the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's depreciation and amortization expense is not comparable on a year-over-year basis.

Emigration Tax Expense of Continuing Operations

Emigration tax expense was $1.7 million for the fiscal year ended March 31, 2025 compared to $0 for the fiscal year ended March 31, 2024. The increase in emigration tax expense in the current period is due to the Company completing its continuation and domestication from a company incorporated under the laws of British Columbia to a corporation incorporated under the laws of the State of Delaware as of April 18, 2024.

Loss on Dissenting Shareholders' Liability of Continuing Operations

Loss on dissenting shareholders' liability was $1.1 million for the fiscal year ended March 31, 2025 compared to $0 for the fiscal year ended March 31, 2024. The increase in loss on dissenting shareholders' liability is a result of the change in fair value of the liability during the period that represents the amount owed to dissenting shareholders from the sale of assets to Westlake Financial. As of March 31, 2025, the Company settled the total amount owed to the dissenting shareholders.

Discontinued Operations

Income from discontinued operations was $0.5 million for the fiscal year ended March 31, 2025 compared to the loss of $14.7 million for the fiscal year ended March 31, 2024. The increase in income for the fiscal year ended March 31, 2025 is primarily attributable to a decrease in general and administrative expenses and a decrease in credit losses due to the sale of the finance receivables and repossessed assets to Westlake Financial when compared to the fiscal year ended March 31, 2024.

Liquidity and Capital Resources

During the fiscal year ended March 31, 2025, the Company closed on the Share Purchase Agreement with Amplex, in which the Company purchased 51% of the issued and outstanding common shares, no par value per share, of Amplex and to make payment to holders of options for Amplex’s common shares in consideration of cancellation of such options for total purchase consideration of $18.4 million. In conjunction with the closing of the Share Purchase Agreement, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the Share Purchase Price of $1,792.55 and purchased an additional 1,674 shares of Amplex common stock at the share purchase price of $1,792.55 per share for a purchase price of $3.0 million. During the quarter ended December 31, 2024, the Company entered into a Subscription Agreement whereby the Company invested an additional $4.5 million into Amplex, increasing the Company's ownership percentage to 61%. For further details of the Amplex Acquisition, refer to Note 3, "Business Combinations" of the Notes to Consolidated Financial Statement

The Company's cash flows are summarized as follows:

Fiscal Year Ended March 31,

Net cash (used in) provided by operating activities $ (1,900 ) $ 1,827

Net cash provided by investing activities 12,548 45,801

Net cash used in financing activities (4,801 ) (29,100 )

Our major source of liquidity and capital is cash generated from our ongoing operations and our borrowing capacity under the RUS Loan.

Assuming business operations continue as currently structured, we believe our cash balance, expected operating cash flows, and available borrowing capacity under the RUS Loan will be sufficient to meet our cash needs and planned expenditures over the next 12 months. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors including overall liquidity in the capital or credit markets, the state of the economy and our credit strength as viewed by potential lenders. We cannot provide assurances that we will have future access to the capital or credit markets on acceptable terms.

Net cash (used in) provided by operating activities decreased for the fiscal year ended March 31, 2025 when compared to the fiscal year ended March 31, 2024. The decrease in cash (used in) provided by operating activities was primarily due to a decrease in net loss of $15 million, noncash charge of $1.1 million for the loss on dissenting shareholders' liability, and net change in operating assets and liabilities of $0.5 million, partially offset by a decrease in cash provided by operating activities from discontinued operations of $22.6 million. Further, as a result of the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's change in cash provided by operating activities is not comparable on a year-over-year basis.

Net cash provided by investing activities decreased for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease in net cash provided by investing activities is primarily due to $18.1 million of cash paid for the Amplex Acquisition in June 2024, partially offset by an increase in net cash provided by investing activities from discontinued operations of $85.1 million for the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. As a result of the Westlake Purchase Agreement in April of 2024 and the Amplex Acquisition in June of 2024, the Company's change in cash provided by investing activities is not comparable on a year-over-year basis.

Net cash used in financing activities decreased during the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. The decrease was primarily due to the repurchase of $5.6 million worth of shares of common stock held by dissenting shareholders, offset by the proceeds of long-term debt of $0.6 million during the fiscal year ended March 31, 2025.

We have no material commitments for capital expenditures as of March 31, 2025. Part of our growth strategy, however, is to acquire businesses. We would anticipate funding such activity through cash on hand, the issuance of debt, Common Stock, restricted stock units, and warrants for our Common Stock or a combination thereof.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Significant Developments

None.

Critical Accounting Policies and Estimates

Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Our acquisition of a controlling interest in Amplex closed June 15, 2024. Our critical accounting policies relate to business combinations.

We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of identifiable assets acquired and liabilities assumed, including any contingent consideration, to properly allocate the purchase price to the individual assets acquired and liabilities assumed and record any residual purchase price as goodwill. We identify and attribute fair values and estimated lives to the intangible assets acquired and allocate the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, which in no case extends beyond one year from the acquisition date, revisions to the accounting for the business combination are recorded in earnings. All acquisition-related costs, other than the costs to issue debt or equity securities, are accounted for as expenses in the period in which they are incurred.

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require

the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. A critical accounting estimate is an estimate that: (i) is made in accordance with GAAP, (ii) involved a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company's financial condition or results of operations. The Company’s critical accounting estimates and assumptions affecting the financial statements relate to the fair value of assets acquired and liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates and asset lives. We base our fair value estimates on assumptions we believe are reasonable but recognize that the assumptions are inherently uncertain.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm0F

To the Shareholders, Board of Directors, and Audit Committee

Old Market Capital Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Old Market Capital Corporation and subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of operations, redeemable non-controlling interest and shareholders' equity, and cash flows for each of the years in the two-year period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Acquired Property, Plant and Equipment, Trade Name and Customer Relationships

As described in Note 3 to the financial statements, on June 15, 2024, the Company acquired a majority of the issued and outstanding common shares Amplex Electric, Inc. The acquisition was accounted for using the acquisition method of accounting, which requires, among other things, that identifiable assets acquired be recognized at their fair values as of the acquisition date. Such acquired assets included property, plant and equipment, a trade name and customer relationships, which were valued using valuation models and methods. We identified the Company’s fair value estimates of the acquired property, plant and equipment, a trade name and customer relationships as a critical audit matter. The principal considerations for that determination included the level of subjectivity, judgment, and audit effort involved in evaluating management’s fair value estimates, particularly assumptions related to the forecasted revenues and cash flows, attrition rate, discount rate, and market-based royalty rate, as well as the involvement of an auditor’s specialist.

The primary procedures we performed to address this critical audit matter included the following:

•

We obtained an understanding of management’s process for determining the fair value measurements of the acquired property, plant and equipment, trade name and customer relationships.

•

We evaluated forward-looking assumptions, such as the forecasted revenues and cash flows, attrition rate, discount rate, and market-based royalty rate used by management, by performing procedures that included, but were not limited to, comparisons to industry and historical performance data, and sensitivity analysis to assess their reasonableness.

•

Utilizing internal valuation specialists, we evaluated the significant assumptions and methods used in developing the fair value estimates of the property, plant and equipment, trade name and customer relationships, including:

We evaluated the appropriateness of the valuation models and methodologies used by management in making the estimate.

We evaluated the reasonableness of the key assumptions used by management related to the revenue and cash flow projections and attrition.

We developed an independent calculation of the discount rate for comparison with the rate used by management.

We reperformed the calculation of the fair value of the property, plant and equipment.

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 2022.

Atlanta, Georgia

June 27, 2024

Old Market Capital Corporation

Consolidated Balance Sheets

(In thousands)

Assets

Current assets:

Materials and supplies 968 -

Income taxes receivable 902 902

Prepaid expenses and other assets 941 373

Assets of discontinued operations - 39,441

Operating lease right-of-use assets 2,963 65

Property, plant, and equipment, net 30,945 75

Intangible assets, net 3,673 -

Other assets 375 -

Liabilities, redeemable non-controlling interest and shareholders' equity

Current liabilities:

Accrued expenses and other current liabilities 588 335

Current portion of operating lease liabilities 286 -

Contract liability 569 -

Current portion long-term debt 69 -

Liabilities of discontinued operations 90 497

Deferred income taxes 4,306 -

Long-term debt 759 -

Operating lease liabilities 2,685 65

Commitments and contingencies (Note 10)

Redeemable non-controlling interest 13,880 -

Shareholders’ equity:

Preferred stock, no par: 5,000 shares authorized; none issued - -

Additional paid-in capital 41,645 -

See accompanying Notes to the Consolidated Financial Statements.

Old Market Capital Corporation

Consolidated Statements of Operations

(Inthousands, except per share amounts)

Year ended March 31,

Revenue

Wireless internet services $ 5,432 $ -

Fiber internet services 2,600 -

Other revenue 1,334 -

Total revenue: 9,366 -

Operating expenses

Depreciation and amortization 2,007 84

Plant specific operations 1,240 -

Plant nonspecific operations 771 -

Cost of other revenue (exclusive of depreciation shown separately) 638 -

Other income (expense)

Emigration tax (expense) (1,711 ) -

(Loss) on dissenting shareholders' liability (1,103 ) -

Gain on sale of assets 29 -

Gain on lease settlement 14 -

Other income (expense) 66 -

Total other income (expense), net (1,329 ) 145

(Loss) before income taxes (8,288 ) (6,098 )

Income tax (expense) benefit (63 ) -

(Loss) from continuing operations, net of tax (8,351 ) (6,098 )

Income (loss) from discontinued operations, net of tax 3,038 (14,703 )

Less: Net (loss) attributable to redeemable noncontrolling interest (164 ) -

Net (loss) attributable to common shareholders $ (5,149 ) $ (20,801 )

Net (loss) per share attributable to common shareholders:

See accompanying Notes to Consolidated Financial Statements.

Old Market Capital Corporation

Consolidated Statements of Redeemable Non-Controlling Interest and Shareholders' Equity

(In Thousands)

Shares Amount

Issuance of restricted stock awards - 17 - - - - -

Repurchase of common stock from dissenting shareholders - - - (5,629 ) 5,629 - -

Share-based compensation - 42 - - 373 - 373

Acquisition of Amplex 17,644 - - - - - -

Purchase of additional shares of Amplex (3,600 ) - - - 3,600 - 3,600

Common Stock Treasury Stock Retained Earnings Total OMCC Shareholders' Equity

Shares Amount

Cumulative effect of adoption of ASU 2016-13, net of tax - - - (210 ) (210 )

Share-based compensation - 44 - - 44

See accompanying Notes to Consolidated Financial Statements.

Old Market Capital Corporation

Consolidated Statements of Cash Flows

(In Thousands)

For the Year Ended March 31,

Cash flows from operating activities:

Depreciation and amortization expense 2,007 84

Amortization of debt issuance costs - 164

Loss on dissenting shareholders' liability 1,103 -

Gain on sale of assets (29 ) 89

Share-based compensation 473 44

Impairment of operating lease right-of-use assets 56 -

Deferred income taxes 63 -

Provision for credit losses 2 -

Amortization of operating lease right-of-use assets 109 59

Gain on lease settlement (14 ) -

Changes in operating assets and liabilities, net of acquisition:

Accounts receivable 5 -

Materials and supplies (431 ) -

Prepaid expenses and other assets 124 54

Accounts payable, accrued expenses, and other liabilities 441 (509 )

Operating lease liabilities (143 ) (46 )

Income taxes receivable - 44

Other assets (375 ) -

Net cash (used in) provided by operating activities (1,900 ) 1,827

Cash flows from investing activities:

Cash paid for acquisition of Amplex, net of cash acquired (18,143 ) (300 )

Payments for property, plant, and equipment (8,416 ) -

Proceeds from the disposal of property, plant, and equipment 95 (13 )

Net cash provided by investing activities 12,548 45,801

Cash flows from financing activities:

Proceeds from RUS Loan 615 -

Proceeds from Bank Equipment Financing Loans 248 -

Payment on Bank Loans (35 ) -

Repurchase of dissenting shares (5,629 ) -

Cash used in financing activities from discontinued operations - (29,100 )

Net cash used in financing activities (4,801 ) (29,100 )

Net increase in cash and cash equivalents 5,847 18,528

Cash, cash equivalents and restricted cash at beginning of period 18,982 454

Cash, cash equivalents and restricted cash at end of period $ 24,829 $ 18,982

Cash and cash equivalents at beginning of period $ 18,982 $ 454

Cash and cash equivalents at end of period $ 24,516 $ 18,982

Supplemental disclosure of cash flow information:

Supplemental schedule of noncash investing and financing activities:

Purchase of property, plant, and equipment included in accounts payable $ 403 -

Additional investments in controlled entity (Amplex) $ 7,500 -

See accompanying Notes to Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

Note 1. Organization

Effective as of September 27, 2024, the Company amended its Certificate of Incorporation to change its name from Nicholas Financial, Inc. to Old Market Capital Corporation by filing a Certificate of Amendment to Certificate of Incorporation with the Delaware Secretary of State. Old Market Capital Corporation (f/k/a Nicholas Financial, Inc. (“NFI”) and now "OMCC" and together, with its wholly-owned and majority-owned subsidiary, the ("Company") is a holding company incorporated under the laws of the State of Delaware with one wholly-owned United States subsidiary, Nicholas Data Services, Inc. ("NDS") and its controlling interest in Amplex Holdings, Inc. ("Amplex"). On April 18, 2024, OMCC completed its continuation and domestication from British Columbia to the State of Delaware by filing its Certificate of Corporate Domestication and Certification of Incorporation in the State of Delaware. As a result of the domestication, the Company's common stock par value increased from $0.00 to $0.01 on a one-for-one basis.

NDS historically was engaged in supporting and updating industry specific computer application software for small businesses located primarily in the Southeastern United States. NDS has ceased its operations; however, it continues as the interim holding company for OMCC. NFI was a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts for purchases of used and new automobiles and light trucks. NFI had also offered direct consumer loans and sold consumer finance related products. OMCC is based in Nebraska, U.S.A.

On November 13, 2023, the Company entered into a Master Asset Purchase Agreement (the "Purchase Agreement") with Westlake Services, LLC dba Westlake Financial, a California limited liability company ("Westlake Financial"), pursuant to which the Company agreed to sell substantially all of the finance receivables and all of the repossessed assets of Nicholas Financial Parent and NFI. In connection with entering into the Purchase Agreement, the Company ceased new loan originations of contracts and direct loans. On April 26, 2024, the transactions contemplated by the Purchase Agreement closed. See Note 13 for additional information.

On June 15, 2024, OMCC closed upon the acquisition of 51% of the issued and outstanding common shares of Amplex Electric, Inc, which was placed into a newly formed entity Amplex Holdings, Inc. ("Amplex"). Amplex is a provider of broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. As of March 31, 2025, Amplex had approximately 13,000 broadband customers (4,400 fiber subscribers) and over 12,000 fiber passings completed. Amplex's customer base includes residential and commercial customers. Amplex leases certain property (including an office building).

In conjunction with the closing of the Amplex Acquisition, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under the Term Loan Advances into 421 shares of Amplex common stock at the share purchase price of $1,792.55. Subsequent to the acquisition the Company contributed $3.0 million for 1,674 shares of Amplex common stock, bringing Nicholas Financial Parent's total ownership to 56.5%. The Company also investedan additional $4.5 million into Amplex for 2,583 shares, increasing the Company's ownership percentage to 61%.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of Old Market Capital Corporation and its wholly-owned and majority-owned subsidiaries, primarily consisting of the operations of Amplex. For consolidated entities that are less than wholly-owned, the third party's holding of the equity interest is presented as noncontrolling interests in the consolidated statements of redeemable noncontrolling interest and shareholders' equity. The portion of net income (loss) attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company's consolidated statements of operations. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements are stated in U.S. dollars and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Use of Estimates

The preparation of the Company’s consolidated financial statements, in accordance with U.S. 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 reported amounts of revenues and expenses during the reporting period. Management evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company's significant estimates and assumptions include the fair value of assets acquired and liabilities assumed in business combinations, the recognition of deferred taxes, assessing the useful life and recoverability of long-lived assets including property, plant and equipment, goodwill, and intangible assets, and assessing the likelihood of adverse outcomes from pending litigation and regulatory matters. Actual results could differ from those estimates.

Cash, Cash Equivalents, and Restricted Cash

Short-term highly liquid investments with a maturity date that was 3 months or less at the time of purchase are treated as cash equivalents. Amounts earned from cash equivalents are presented separately in the consolidated statements of operations.

Restricted cash consists of cash held in a pledged deposit account received in connection with the RUS Loan (see Note 6) that is required to be held by Amplex and is able to be used by the Company solely for the purposes for which the funds were awarded to complete a project, or for such other purposes as may be approved in writing. Restricted cash is included in Prepaid expenses and other assets in the Consolidated Balance Sheets.

Accounts Receivable and Allowances for Credit Losses

Trade accounts receivable are recorded at invoiced amounts, net of allowance for credit losses, if applicable, and are unsecured and do not bear interest.

The allowance for credit losses is based on the probability of future collection under the current expect credited loss impairment model under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Assets. The Company determines its allowance by applying a loss-rate method based on an aging schedule using the Company’s historical loss rate. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as macroeconomic trends or other factors including customers’ credit risk and historical loss experience. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred.

The allowance for credit losses for reported periods are as follows:

Year ended March 31,

Balance, beginning of period $ - $ -

Provision for credit losses 2 -

Uncollected balances written off, net of recoveries - -

Balance, end of period $ 2 $ -

Property, Plant, and Equipment, net

Property, plant, and equipment is recorded at cost, net of accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. Upon disposal of assets, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized currently in the consolidated statements of operations. Depreciation of property, plant, and equipment is computed using the straight-line method over the estimated useful lives of the assets as follows:

Asset Estimated Useful Life

Equipment 5 - 7 years

Furniture and fixtures 5 - 7 years

Construction equipment 5 - 10 years

Fiber plant 15 - 30 years

Customer premise equipment 4 - 5 years

Towers 5 - 10 years

Plant in service 15 - 49 years

Acquisitions, Goodwill and Intangible Assets

Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained from a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at their estimated fair values. We identify and attribute fair values and estimated lives to the intangible assets acquired and allocate the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

Certain assumptions, estimates, and judgments are used in determining the fair value of net assets acquired, including goodwill and intangible assets, as well as determining the allocation of goodwill to the reporting units. Accordingly, the Company may obtain the assistance of third-party valuation specialists for the valuation of significant tangible and intangible assets. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but that are inherently uncertain. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received and is not to exceed one year from the acquisition date. The Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Contract assets and liabilities are measured and recognized in accordance with ASC 606, Revenue from Contracts with Customers. Additionally, uncertain tax positions and tax-related valuation allowances, if any, are initially recorded in connection with a business combination as of the acquisition date. If the initial accounting for the business combination has not been completed by the end of the reporting period in which the business combination occurs, provisional amounts are reported to present information about facts and circumstances that existed as of the acquisition date. Once the measurement period ends, which in no case extends beyond one year from the acquisition date, revisions to the accounting for the business combination are recorded in earnings

With respect to the acquisition of Amplex (see Note 3), the allocation of the purchase price to the fair value of net assets acquired and liabilities assumed was finalized as of March 31, 2025 using the purchase method of accounting in accordance with ASC 805. Accordingly, there are no further adjustments to the fair values of the tangible and intangible assets acquired and liabilities assumed from the amounts disclosed in these financial statements expected as the measurement period is determined to have concluded as of March 31, 2025.

Intangibles with definite lives are amortized on a straight-line basis over their useful lives, which generally range from 10 to 15 years. Annually, or when certain triggering events occur, the Company assesses the useful lives of its intangible assets.

Cable franchise rights represent the value attributed to our non-exclusive right to provide video services in a specified area. Spectrum licenses issued by the Federal Communications Commission (“FCC”) provide us with either an exclusive or priority access right to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communication services. While some cable franchises and spectrum licenses are issued for a fixed time period (generally ten years and up to fifteen years, respectively), renewals have been granted routinely and at a nominal cost. The Company believes it will be able to meet all requirements necessary to secure renewal of its cable franchise rights and spectrum licenses. Moreover, the Company has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our cable franchises or spectrum licenses and, as a result, we account for cable franchise rights and spectrum licenses as indefinite-lived intangible assets.

Goodwill and indefinite-lived intangible assets are not amortized but rather, are subject to impairment testing annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill is evaluated for impairment based on the identification of reporting units. Our reporting unit aligns with our one reportable segment. Indicators that could trigger an interim impairment test include, but are not limited to, underperformance relative to projected future operating results, significant negative industry or economic trends, an adverse change in regulatory environment, or pending adverse litigation.

In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the Company's goodwill is less than its carrying value as of the assessment date. If no events, facts, or circumstances are identified during the qualitative assessment, the Company does not need to perform a quantitative impairment assessment. If the Company concludes that it is more likely than not that the fair value of the goodwill is less than its carrying value, then the Company will perform a quantitative impairment test by comparing the fair value of the goodwill with its carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill.

We evaluated goodwill for impairment as of January 1, 2025 using a qualitative assessment. The Company performs a qualitative assessment to determine whether there are events or circumstances which would lead to a conclusion that it is more likely than not that the carrying amount of the reporting unit exceeds its fair value, indicating that the goodwill could be impaired and a quantitative test would be necessary pursuant to the above. If, after this qualitative assessment, the Company determines that it is not more likely than not that the carrying amount of the reporting unit exceeds its fair value, then no further quantitative impairment testing is necessary. In performing the qualitative test, we assessed the potential impact of these key factors: macroeconomic conditions, market and industry conditions, our operating and competitive environment, regulatory and political developments, the overall financial performance of our reporting unit including cost factors and budgeted-to-actual revenue results. We also considered market capitalization and stock price performance, cash inflows, obligations and access to capital of our reporting unit. As a result of this qualitative impairment analysis performed over the goodwill acquired during the year, the Company concluded it was not more likely than not that the carrying amount of the reporting unit exceeded its fair value as of January 1, 2025, and also concluded there were no triggering events identified during the intervening period through March 31, 2025.

We evaluated our indefinite-lived intangible assets as of January 1, 2025 primarily on the basis of qualitative factors to determine whether the existence of events or circumstances lead us to conclude that it is more likely than not that our indefinite-lived intangibles have been impaired. Our consideration of qualitative factors included but was not limited to macroeconomic conditions, industry and market conditions, company specific events, changes in circumstances, after tax cash flows, and market capitalization trends. We concluded that there were no events or circumstances which indicated that it is more likely than not that our indefinite-lived intangible assets were impaired. As a result of the Company's qualitative analysis, no impairments of indefinite-lived intangible assets were recorded during the year ended March 31. 2025.

Assets Held-for-Sale and Discontinued Operations

The Company classifies assets as held-for-sale if all held-for-sale criteria are met pursuant to Accounting Standards Codification ("ASC") 360-10, Property, Plant and Equipment. Criteria include, but are not limited to, management's commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held-for-sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.

Pursuant to ASC 310-10, Receivables, loans classified as held for investment were reclassified to held for sale as of the date that is concurrent with the Company's decision to sell the respective loans. On the date loans were transferred into the held-for-sale category, any previously recorded allowance for credit losses is reversed in earnings and the loans were recorded at its amortized cost basis. Prior to the transfer, the Company applied its write off policy to the amortized cost basis. The amortized cost at the date of transfer was reduced by any write offs recognized just prior to the transfer. Where the amortized cost basis exceeded the fair value at the date of transfer, the Company established a valuation allowance equal to the difference between amortized cost basis and fair value.

When the Company has sold, or classified as held for sale, a business component that represents a strategic shift with a major effect on the Company's operations and financial results, it classifies that business component as discontinued operations and retrospectively presents discontinued operations for the comparable periods. The post-tax income, or loss, of discontinued operations are shown as a single line on the face of the statement of operations. The disposal of the discontinued operation would also result in a gain or loss upon final disposal.

As a result of the sale of finance receivables and repossessed assets to Westlake Financial, the accompanying consolidated financial statements reflect the activity related to the sale of the assets of the consumer finance segment as discontinued operations. The Company determined that the finance receivables met the held-for-sale criteria as of November 1, 2023 and the consumer finance segment met the discontinued operations criteria during the fiscal year ended March 31, 2025. Additionally, concurrent with the decision to sell the finance receivables in November 2023, the Company reclassified its finance receivables to held for sale, which are carried at the lower of amortized cost or fair value. The Company compared the fair value and amortized cost of finance receivables held for sale and recorded a held for sale valuation allowance through earnings to reduce the amortized cost basis to fair value. The sale of the finance receivables and repossessed assets of the consumer finance segment was completed on April 26, 2024. See Note 13 for additional information regarding the activities of discontinued operations.

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use ("ROU") assets, and the corresponding lease liabilities are included in the current portion of operating lease liabilities and operating lease liabilities in the Company's balance sheets. ROU assets represent the Company's right to use an underlying asset, and lease liabilities represent the Company's obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term.

ROU assets and lease liabilities are recognized at commencement date or acquisition date and determined using the present value of the future minimum lease payments over the lease term. The Company uses a discount rate based on a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates for lease term lengths ranging 3 to 8 years. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities for all asset classes. The Company recognizes operating lease expense on a straight-line basis over the lease term.

The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component for all asset classes when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement.

Upon the acquisition of Amplex on June 15, 2024, the Company recorded lease liabilities and corresponding right of use assets of approximately $3.0 million, based on the present value of the remaining minimum rental payments for leases existing upon adoption of the new lease standard and other adjustments to the opening balance of right of use assets. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of payments. See Note 9 for additional detail on the Company's leasing arrangements.

Investments in Debt Securities

OMCC and Amplex entered into a Term Loan Agreement (the "Term Loan Agreement") entered into on February 15, 2024, as amended by the First Amendment dated April 26, 2024 and later amended by the Second Amendment dated June 15, 2024, pursuant to which OMCC agreed to make one or more term loan advances ("Term Loan Advances" or "Term Loans") to Amplex in an aggregate principal amount not to exceed $900 thousand. Amplex agreed to make monthly payments of interest on each Term Loan Advance, commencing on March 1, 2024, and on the first day of each month thereafter. No payments of principal were due until the earlier of a) closing of a share purchase agreement (the "Transaction Closing Date") or b) in the event of terminating the negotiation of a share purchase agreement ("Triggering Event"), the first anniversary of the date of initial Term Loan Advance (the "Term Loan Maturity Date"). All unpaid principal and accrued and unpaid interest on the Term Loan Advance was due and payable in cash on the Term Loan Maturity Date. Amounts could be prepaid without penalty by giving five days written notice to the Lender. Interest is accrued on Term Loan Advances at an interest rate of 12.5% per annum.

Per the amended terms of the Term Loan Agreement, at the Transaction Closing Date, the outstanding debt from the Term Loan Advances shall automatically be converted into the number of common shares of Amplex determined by dividing the outstanding debt from the Term Loan Advances by the share purchase price (the "Converted Shares"). The Term Loans were converted upon the Transaction Closing Date as of June 15, 2024 (a total of approximately $754 thousand, comprised of $750 thousand of principal and $4 thousand of accrued interest) at the share purchase price of $1,792.55 per share into 421 shares of Amplex common stock.

As of March 31, 2024, the Term Loan Advance receivable was accounted for as an available-for-sale debt security and fair valued using "Level 3" inputs, which consist of unobservable inputs and reflect management's estimates of assumptions that market participants would use in pricing the asset. The Company's Term Loan Advances were determined to be available-for-sale debt securities under ASC 320, Investments - Debt Securities. The Company estimated the fair value of the Term Loan Advances as of March 31, 2024 using a probability-weighted scenario-based model, which uses as inputs the estimated fair value of the Borrower's common stock, the estimated volatility of the Borrower's common stock, the time to expiration of the Term Loan Advances, the discount rate, the stated interest rate compared to the current market rate, and the risk-free interest rate for a period that approximates the time to expiration. The estimated fair value of the Borrower's common stock was based on the estimated closing price of the Amplex shares to the Company at the time of issuance. The estimated volatility of the Borrower's common stock was based on the observed volatility range of comparable publicly traded companies. The time to expiration was based on the probability of conversion prior to the contractual maturity date. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration.

Between April 1, 2024 and June 1, 2024 the Company made Term Loan Advances to Amplex in the aggregate amount of $450 thousand. The Term Loan Advances were to be settled at the closing of the share purchase agreement. As mentioned above, the Term Loan Advances with a total outstanding principal and accrued interest of $754 thousand was converted into 421 shares of Amplex common stock from a selling shareholder at the share purchase price of $1,792.55 per share in conjunction with the closing of the share purchase agreement.

Dissenting Shares & Domestication

On November 22, 2023, OMCC, formerly known as Nicholas Financial, Inc., filed the initial Form S-4 related to the re-domestication (continuation) and Loan Portfolio Sale. Shareholders had the right to dissent to the continuation and the Loan Portfolio Sale under Section 309 of the British Columbia Business Corporations Act (“BCBCA”) (“Dissent Right”). Dissenting shareholders had the right to be paid the fair value of their shares (“Dissenting Shares”) under Section 245 of the BCBCA. Fair value was determined as of the close of business on the day before the Loan Portfolio Sale was approved by shareholders.

On April 15, 2024 (“Approval Date”), the stockholders of OMCC approved the re-domestication of the Company from Canada to Delaware and the Loan Portfolio Sale. There were 652,249 Dissenting Shares exercised in accordance with the Dissent Right. The Company determined the Dissenting Shares are within the scope of ASC 480-10 as they are considered mandatorily redeemable as of the Approval Date and as such were classified as liabilities. Liability-classified instruments are initially measured at fair value (or allocated value). Subsequent changes in fair value are recognized through earnings for as long as the instruments continue to be classified as a liability. As of April 15, 2024, the Company determined the fair value of the Dissenting Shares was $4.5 million based on the Company’s stock price of $6.94.

On September 5, 2024, the Company settled in cash with the dissenting shareholders to repurchase 652,249 Dissenting Shares at a price per share of $8.63, or $5.6 million. The Dissenting Shares were retained by the Company to be included within treasury stock. In conjunction with the cash settlement, the Company recognized a loss on dissenting shareholders’ liability of $1.1 million for the fiscal year ended March 31, 2025, and derecognized the dissenting shareholders' liability. In addition, the repurchase of the Dissenting Shares (which were retained by the Company) were included within treasury stock as of the date of repurchase.

The following table summarizes the change in the Dissenting Shares liability measured at fair value, on a recurring basis, for which Level 3 inputs have been used to determine fair value:

Balance of Dissenting Shareholders' Liability as of April 1, 2024 $ -

Initial value upon re-domestication 4,526

Change in fair value 1,103

Cash settlement of dissenting shareholders' liability (5,629 )

Balance of Dissenting Shareholders' Liability as of March 31, 2025 $ -

Fair Value Measurements

The Company applies ASC 820, Fair Value Measurement ("ASC 820"), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Certain assets and liabilities of the Company are required to be recorded at fair value either on a recurring or nonrecurring basis and are presented with Level 3 of the fair value hierarchy, such as Term Loan Advances, dissenting shareholders’ liability and contingent liability. The Company's non-financial assets such as property, plant, and equipment are recorded at cost. Fair value adjustments are made to these non-financial assets, on a nonrecurring basis, during the period an impairment charge is recognized, as applicable.

Certain of the Company's financial instruments are carried at fair value and are presented within Level 1 of the fair value hierarchy, such as treasury bills included within cash and cash equivalents on the consolidated balance sheet. In addition,

the carrying amounts reflected in the consolidated balance sheet for cash and cash equivalents, accounts receivable, materials and supplies, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities approximate fair value due to their short-term nature.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following tables present information about the Company’s financial instruments measured at fair value, on a recurring basis, consistent with the fair value hierarchy provisions:

Fair Value Measurement Using(In thousands)

Description Level 1 Level 2 Level 3 Fair Value Carrying Value

Cash and Restricted Cash:

Cash equivalents:

Term loan advance to Amplex:

March 31, 2025 $ - $ - $ - $ - $ -

The following table summarizes the changes in financial assets measured at fair value, on a recurring basis, for which Level 3 inputs have been used to determine fair value:

Balance of Term Loan Advances as of April 1, 2024 $ 300

Change in fair value -

Interest accrued 4

Conversion (754 )

Balance of Term Loan Advances as of March 31, 2025 $ -

Balance of Dissenting Shareholders' Liability as of April 1, 2024 $ -

Initial value upon re-domestication 4,526

Change in fair value 1,103

Cash settlement of dissenting shareholders' liability (5,629 )

Balance of Dissenting Shareholders' Liability as of March 31, 2025 $ -

Discontinued operations assets measured on a non-recurring basis using Level 3 inputs were $0 and $39.4 million as of March 31, 2025 and March 31, 2024, respectively.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $0.4 million and $0.1 million for the years ended March 31, 2025 and 2024 respectively. All advertising expenses recorded during the year ended March 31, 2024 pertained to discontinued operations.

Materials and supplies

Materials and supplies primarily consists of internet optical network terminals as well as telecommunications and customer installation equipment. All materials and supplies inventory is stated at the lower of cost or net realizable value, using the first-in, first-out ("FIFO") cost method. The total valuation of materials and supplies is determined based on the FIFO adjusted cost of the telecommunications or internet device, accessory shipped or optical network terminals.

The net realizable value of materials and supplies inventory is analyzed for signs of obsolescence or damage on a regular basis. If assessments regarding the above factors adversely change, we may be required to write down the value of materials and supplies inventory. Due to the longer shelf lives and quick turnover for use in the Company's operations of the materials and supplies purchased, there have been no inventory write-downs or allowances recorded to-date.

Long-lived assets

Finite-lived intangible assets, property, plant, and equipment, and other long-lived assets held for use are amortized or depreciated over their estimated useful lives, as summarized in the respective notes below. These assets are evaluated for impairment based on the identification of asset groups. Our asset groups align with our reportable segments. We evaluated our asset groups for impairment during the fourth quarter of 2024 and concluded that there were no indicators that an asset group impairment was more likely than not.

Loss Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies, the Company’s legal counsel evaluates the perceived merits of any legal proceedings, disputes, or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases along with operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.

Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company evaluates the realizability of deferred tax assets

by considering factors such as historical earnings, projected future taxable income, the reversal of existing taxable temporary differences, and tax planning strategies. The assessment of the need for a valuation allowance is performed at each reporting period. Changes in valuation allowances are recorded in the period in which the determination is made. If, based on new information, the Company determines that it is more likely than not that deferred tax assets will be realized, the valuation allowance is reduced accordingly.

The goodwill recognized under US GAAP as a result of the acquisition of Amplex through a stock purchase does not have favorable tax treatment. It will not be amortized or deducted for tax purposes, and the tax basis of the acquired assets remains unchanged. This results in a permanent book-tax difference when the goodwill is recognized for financial reporting purposes but not for tax purposes.

The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on any uncertain tax benefits as a component of income tax expense. There were no uncertain tax positions as of March 31, 2025 or 2024.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and Canada. The effect on deferred taxes of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

Revenue Recognition

The Company generates revenue primarily from the following sources:

Wireless internet services – The Company offers these services to residential and commercial customers under standard monthly plans for 12-month periods. Contracts standard terms and conditions state a penalty for early termination; however, the Company normally waives this penalty. Standard monthly plans vary in price according to the amount of bandwidth provided and include installation and equipment. For the fiscal year ended March 31, 2025, revenues from these services totaled approximately $5.4 million.

Fiber internet services – The Company offers these services to residential and commercial customers under standard monthly plans for 12-month periods. Fiber optic internet services provide higher speeds than wireless internet. Contracts are typically cancellable without penalty. Standard monthly plans vary in price according to the amount of bandwidth provided and include installation and equipment. For the fiscal year ended March 31, 2025, revenues from these services totaled approximately $2.6 million.

Other – These services include primarily voice over IP (“VOIP”) telephone services to residential and commercial customers under 12-month periods. Contracts are typically cancellable without penalty. Standard monthly plans vary based on the features offered. Customers may purchase the equipment from the Company or a third-party vendor. In addition, the Company offers video streaming services through third-party providers. For the fiscal year ended March 31, 2025, revenues from these services totaled approximately $1.3 million.

In accordance with ASC 606 “Revenue Recognition”, the Company recognizes revenue from contracts with customers using a five-step model, which is described below:

identify the customer contract;

identify performance obligations that are distinct;

determine the transaction price;

allocate the transaction price to the distinct performance obligations; and

recognize revenue as the performance obligations are satisfied.

Identify the customer contract

A customer contract is generally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer.

OLD MARKET CAPITAL Corp OMCC US Equity

OMCC · 10-K · period ended 2025-03-31

Item 1. Business

ITEM 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. [Reserved]

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Item 8. Financial Statements and Supplementary Data

OLD MARKET CAPITAL Corp OMCC US Equity☆

OMCC · 10-K · period ended 2025-03-31

Item 1. Business

ITEM 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. [Reserved]

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Item 8. Financial Statements and Supplementary Data

OLD MARKET CAPITAL Corp OMCC US Equity