Regional Management Corp. - Quarter Report: 2023 March (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2023


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

For the transition period ended

Commission File Number: 001-35477

Regional Management Corp.

(Exact name of registrant as specified in its charter)


Delaware	57-0847115
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

979 Batesville Road, Suite B Greer, South Carolina	29651
(Address of principal executive offices)	(Zip Code)

(864) 448-7000

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.10 par value

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 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 (Section 232.405 of this chapter) 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2023, the registrant had outstanding 9,643,472 shares of Common Stock, $0.10 par value.


		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets Dated March 31, 2023 and December 31, 2022	3

	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	4

	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	6

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	47

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 6.	Exhibits	49

SIGNATURE		50

ITEM 1. FINANCIAL STATEMENTS.

Regional Management Corp. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except par value amounts)


	March 31, 2023
	(Unaudited)			December 31, 2022
Assets
Cash	$	7,108		$	3,873
Net finance receivables		1,676,230			1,699,393
Unearned insurance premiums		(49,126	)		(51,008	)
Allowance for credit losses		(183,800	)		(178,800	)
Net finance receivables, less unearned insurance premiums and allowance for credit losses		1,443,304			1,469,585
Restricted cash		127,178			127,926
Lease assets		34,507			34,521
Restricted available-for-sale investments		22,489			20,416
Property and equipment		14,999			14,526
Deferred tax assets, net		14,690			13,810
Intangible assets		12,972			12,122
Other assets		23,867			28,208
Total assets	$	1,701,114		$	1,724,987
Liabilities and Stockholders’ Equity
Liabilities:
Debt	$	1,329,677		$	1,355,359
Unamortized debt issuance costs		(8,215	)		(9,512	)
Net debt		1,321,462			1,345,847
Lease liabilities		36,905			36,712
Accounts payable and accrued expenses		26,054			33,795
Total liabilities		1,384,421			1,416,354
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, none issued or outstanding)		—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 14,385 shares issued and 9,578 shares outstanding at March 31, 2023 and 14,330 shares issued and 9,523 shares outstanding at December 31, 2022)		1,438			1,433
Additional paid-in capital		114,452			112,384
Retained earnings		351,324			345,545
Accumulated other comprehensive loss		(378	)		(586	)
Treasury stock (4,807 shares at March 31, 2023 and December 31, 2022)		(150,143	)		(150,143	)
Total stockholders’ equity		316,693			308,633
Total liabilities and stockholders’ equity	$	1,701,114		$	1,724,987

The following table presents the assets and liabilities of our consolidated variable interest entities:


Assets
Cash	$	465		$	439
Net finance receivables		1,302,786			1,296,078
Allowance for credit losses		(140,436	)		(134,708	)
Restricted cash		126,598			126,017
Other assets		2,505			1,706
Total assets	$	1,291,918		$	1,289,532
Liabilities
Net debt	$	1,217,348		$	1,199,404
Accounts payable and accrued expenses		192			167
Total liabilities	$	1,217,540		$	1,199,571

See accompanying notes to consolidated financial statements.

Regional Management Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands, except per share amounts)


	Three Months Ended March 31,
	2023			2022
Revenue
Interest and fee income	$	120,407		$	107,631
Insurance income, net		10,959			10,544
Other income		4,012			2,673
Total revenue		135,378			120,848

Expenses
Provision for credit losses		47,668			30,858

Personnel		38,597			35,654
Occupancy		6,288			5,808
Marketing		3,379			3,091
Other		11,059			10,547
Total general and administrative expenses		59,323			55,100

Interest expense		16,782			(59	)
Income before income taxes		11,605			34,949
Income taxes		2,916			8,166

Net income	$	8,689		$	26,783
Net income per common share:
Basic	$	0.93		$	2.81
Diluted	$	0.90		$	2.67
Weighted-average common shares outstanding:
Basic		9,325			9,533
Diluted		9,622			10,022

Other comprehensive income, net of tax
Unrealized income on restricted available-for-sale investments		263			—
Other comprehensive income, before tax		263			—
Income taxes related to items of other comprehensive income		(55	)		—
Other comprehensive income, net of tax		208			—
Total comprehensive income	$	8,897		$	26,783

See accompanying notes to consolidated financial statements.

Regional Management Corp. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands)


	Three Months Ended March 31, 2023
												Accumulated
	Common Stock					Additional Paid-In			Retained			Other Comprehensive			Treasury
	Shares			Amount		Capital			Earnings			Income (Loss)			Stock			Total
Balance, December 31, 2022		14,330		$	1,433	$	112,384		$	345,545		$	(586	)	$	(150,143	)	$	308,633
Cash dividends		—			—		—			(2,910	)		—			—			(2,910	)
Issuance of restricted stock awards		56			5		(5	)		—			—			—			—
Shares withheld related to net share settlement		(1	)		—		(31	)		—			—			—			(31	)
Share-based compensation		—			—		2,104			—			—			—			2,104
Net income		—			—		—			8,689			—			—			8,689
Other comprehensive income		—			—		—			—			208			—			208
Balance, March 31, 2023		14,385		$	1,438	$	114,452		$	351,324		$	(378	)	$	(150,143	)	$	316,693


	Three Months Ended March 31, 2022
													Accumulated
	Common Stock						Additional Paid-In			Retained			Other Comprehensive		Treasury
	Shares			Amount			Capital			Earnings			Income (Loss)		Stock			Total
Balance, December 31, 2021		14,157		$	1,416		$	104,745		$	306,105		$	—	$	(129,530	)	$	282,736
Cash dividends		—			—			—			(3,010	)		—		—			(3,010	)
Issuance of restricted stock awards		178			18			(18	)		—			—		—			—
Exercise of stock options		61			6			—			—			—		—			6
Repurchase of common stock		—			—			—			—			—		(9,031	)		(9,031	)
Shares withheld related to net share settlement		(36	)		(4	)		(844	)		—			—		—			(848	)
Share-based compensation		—			—			2,106			—			—		—			2,106
Net income		—			—			—			26,783			—		—			26,783
Balance, March 31, 2022		14,360		$	1,436		$	105,989		$	329,878		$	—	$	(138,561	)	$	298,742

See accompanying notes to consolidated financial statements.

Regional Management Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net income	$	8,689		$	26,783
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		47,668			30,858
Depreciation and amortization		4,078			3,238
Amortization of deferred origination fees and costs		(3,778	)		(3,905	)
Loss on disposal of property and equipment		113			2
Share-based compensation		2,104			2,106
Fair value adjustment on interest rate caps		—			(10,158	)
Deferred income taxes, net		(935	)		327
Changes in operating assets and liabilities:
Decrease in unearned insurance premiums		(1,882	)		(762	)
Decrease in lease assets		14			634
Decrease in other assets		4,426			4
Decrease in accounts payable and accrued expenses		(8,041	)		(2,891	)
Increase (decrease) in lease liabilities		193			(449	)
Net cash provided by operating activities		52,649			45,787
Cash flows from investing activities:
Originations of finance receivables		(311,484	)		(326,329	)
Repayments of finance receivables		296,564			278,742
Purchases of intangible assets		(1,733	)		(642	)
Purchases of property and equipment		(1,647	)		(1,126	)
Purchase of restricted available-for-sale investments		(1,900	)		—
Net cash used in investing activities		(20,200	)		(49,355	)
Cash flows from financing activities:
Advances on revolving credit facilities		408,683			437,815
Payments on revolving credit facilities		(434,221	)		(552,118	)
Advances on securitizations		—			250,000
Payments on securitizations		—			(109,228	)
Payments for debt issuance costs		(1,160	)		(2,657	)
Taxes paid related to net share settlement of equity awards		(145	)		(828	)
Cash dividends		(3,119	)		(3,020	)
Repurchases of common stock		—			(9,031	)
Net cash provided by (used in) financing activities		(29,962	)		10,933
Net change in cash and restricted cash		2,487			7,365
Cash and restricted cash at beginning of period		131,799			149,189
Cash and restricted cash at end of period	$	134,286		$	156,554
Supplemental cash flow information:
Interest paid	$	14,750		$	8,616
Income taxes paid	$	15		$	1
Operating leases paid	$	2,316		$	2,794
Non-cash lease assets and liabilities acquired	$	2,023		$	1,246
Non-cash dividends payable	$	(209	)	$	(10	)

The following table reconciles cash and restricted cash from the Consolidated Balance Sheets to the statements above:


	March 31, 2023		December 31, 2022		March 31, 2022
Cash	$	7,108	$	3,873	$	17,635
Restricted cash		127,178		127,926		138,919
Total cash and restricted cash	$	134,286	$	131,799	$	156,554

See accompanying notes to consolidated financial statements.

Regional Management Corp. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business

Regional Management Corp. (the “Company”) was incorporated and began operations in 1987. The Company is engaged in the consumer finance business, offering small loans, large loans, and related payment and collateral protection insurance products. The Company formerly offered retail loans but ceased accepting applications for retail loan products effective November 2022. The Company continues to own and service its existing portfolio of retail loans. As of March 31, 2023, the Company operated under the name “Regional Finance” online and in branch locations in 19 states across the United States.

The Company’s small loan portfolio is comprised of branch small loan receivables and convenience check receivables. Branch small loan receivables are direct loans to customers and are secured by non-essential household goods and, in some instances, an automobile. Convenience checks are direct loans originated by mailing checks to customers based on a pre-screening process that includes a review of the prospective customer’s credit profile provided by national credit reporting bureaus or data aggregators. A recipient of a convenience check is able to enter into a loan by endorsing and depositing or cashing the check. Large loan receivables are direct loans to customers, some of which are convenience check receivables and the vast majority of which are secured by non-essential household goods, automobiles, and/or other vehicles. Retail loan receivables consist principally of retail installment sales contracts collateralized by the purchased furniture, appliances, and other retail items and are initiated by and purchased from retailers, subject to the Company’s credit approval.

The Company’s loan volume and contractual delinquency follow seasonal trends. Demand for the Company’s small and large loans is typically highest during the second, third, and fourth quarters, which the Company believes is largely due to customers borrowing money for vacation, back-to-school, and holiday spending. Loan demand has generally been the lowest during the first quarter, which the Company believes is largely due to the timing of income tax refunds. Delinquencies generally reach their lowest point in the first half of the year and rise in the second half of the year. Changes in quarterly growth or liquidation could result in larger allowance for credit loss releases in periods of portfolio liquidation, and larger provisions for credit losses in periods of portfolio growth. Consequently, the Company experiences seasonal fluctuations in its operating results. However, changes in macroeconomic factors, including inflation, rising interest rates, and geopolitical conflict, have impacted the Company’s typical seasonal trends for loan volume and delinquency.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of presentation: The consolidated financial statements of the Company have been prepared in accordance with the Securities and Exchange Commission (the “SEC”) regulations and U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and, accordingly, do not include all information and note disclosures required by GAAP for complete financial statements. The interim financial statements in this Quarterly Report on Form 10-Q have not been audited by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows in accordance with GAAP. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC.

Significant accounting policies: The following is a description of significant accounting policies used in preparing the financial statements. The accounting and reporting policies of the Company are in accordance with GAAP.

Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company operates through a separate wholly owned subsidiary in each state. The Company also consolidates variable interest entities (each, a “VIE”) when it is considered to be the primary beneficiary of the VIE because it has (i) power over the significant activities of the VIE and (ii) the obligation to absorb losses or the right to receive returns that could be significant to the VIE.

Variable interest entities: The Company transfers pools of loans to wholly owned, bankruptcy-remote, special purpose entities (each, an “SPE”) to secure debt for general funding purposes. These entities have the limited purpose of acquiring finance receivables and holding and making payments on the related debts. Assets transferred to each SPE are legally isolated from the Company and its affiliates, as well as the claims of the Company’s and its affiliates’ creditors. Further, the assets of each SPE are owned by such SPE and are not available to satisfy the debts or other obligations of the Company or any of its affiliates. The Company continues to service the finance receivables transferred to the SPEs. The lenders and investors in the debt issued by the SPEs generally only have recourse to the assets of the SPEs and do not have recourse to the general credit of the Company.

The SPEs’ debt arrangements are structured to provide credit enhancements to the lenders and investors, which may include overcollateralization, subordination of interests, excess spread, and reserve funds. These enhancements, along with the isolated finance receivables pools, increase the creditworthiness of the SPEs above that of the Company as a whole. This increases the marketability of the Company’s collateral for borrowing purposes, leading to more favorable borrowing terms, improved interest rate risk management, and additional flexibility to grow the business.

The SPEs are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary. The Company is considered to be the primary beneficiary of the SPEs because it has (i) power over the significant activities through its role as servicer of the finance receivables under each debt arrangement and (ii) the obligation to absorb losses or the right to receive returns that could be significant through the Company’s interest in the monthly residual cash flows of the SPEs.

Consolidation of VIEs results in these transactions being accounted for as secured borrowings; therefore, the pooled receivables and the related debts remain on the consolidated balance sheet of the Company. Each debt is secured solely by the assets of the VIEs and not by any other assets of the Company. The assets of the VIEs are the only source of funds for repayment on each debt, and restricted cash held by the VIEs can only be used to support payments on the debt. The Company recognizes revenue and provision for credit losses on the finance receivables of the VIEs and interest expense on the related secured debt.

Use of estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities for the periods indicated in the financial statements. Actual results could differ from those estimates.

Estimates that are susceptible to change relate to the determination of the allowance for credit losses, the valuation of deferred tax assets and liabilities, and the fair value of financial instruments.

Recent accounting pronouncements: In March 2022, the Financial Accounting Standards Board (“FASB”) issued an accounting update ("ASU 2022-02") eliminating the accounting for troubled debt restructurings (each, a “TDR”) by creditors while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendment also requires disclosure of gross credit losses by year of origination for finance receivables. The amendments in this update are effective for annual and interim periods beginning after December 15, 2022. The elimination of the TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses.

The Company adopted the new standard on January 1, 2023 and elected to apply the new measurement and recognition guidance for TDRs under the modified retrospective transition method. Adoption did not have a material impact on the Company's consolidated financial statements.

Net finance receivables: The Company’s small loan portfolio is comprised of branch small loan receivables and convenience check receivables. Branch small loan receivables are direct loans to customers and are secured by non-essential household goods and, in some instances, an automobile. Convenience checks are direct loans originated by mailing checks to customers based on a pre-screening process that includes a review of the prospective customer’s credit profile provided by national credit reporting bureaus or data aggregators. A recipient of a convenience check is able to enter into a loan by endorsing and depositing or cashing the check. Large loan receivables are direct loans to customers, some of which are convenience check receivables and the vast majority of which are secured by non-essential household goods, automobiles, and/or other vehicles. Retail loan receivables consist principally of retail installment sales contracts collateralized by the purchased furniture, appliances, and other retail items and are initiated by and purchased from retailers, subject to the Company’s credit approval.

Loan renewals are a significant piece of new volume and are considered a terminal event of the previous loan. The Company may renew delinquent secured or unsecured loan accounts if the customer meets the Company’s underwriting criteria and it does not appear the cause of past delinquency will affect the customer’s ability to repay the renewed loan.

Generally, the Company classifies finance receivables as held for investment based on management’s intent at the time of origination. The Company determines classification on a receivable-by-receivable basis. The Company classifies finance receivables as held for investment due to its ability and intent to hold them until their contractual maturities. Net finance receivables consist of the Company’s installment loans. The Company carries net finance receivables at amortized cost, which includes remaining principal balance, accrued interest, and net unamortized deferred origination costs and unamortized fees.

Allowance for credit losses: The allowance for credit losses is based on historical credit experience, current conditions, and reasonable and supportable economic forecasts. The historical loss experience is adjusted for quantitative and qualitative factors that are not fully reflected in the historical data. In determining its estimate of expected credit losses, the Company evaluates

information related to credit metrics, changes in its lending strategies and underwriting practices, and the current and forecasted direction of the economic and business environment. These metrics include, but are not limited to, loan portfolio mix and growth, unemployment, credit loss trends, delinquency trends, changes in underwriting, and operational risks.

The Company selected a Probability of Default ("PD") / Loss Given Default ("LGD") model to estimate its base allowance for credit losses, in which the estimated loss is equal to the product of PD and LGD. Historical net finance receivables are tracked over the term of the pools to identify the instances of loss (PDs) and the average severity of losses (LGDs).

To enhance the precision of the allowance for credit loss estimate, the Company evaluates its finance receivable portfolio on a pool basis and segments each pool of finance receivables with similar credit risk characteristics. As part of its evaluation, the Company considers loan portfolio characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency status, geographical location, and vintage. Based on analysis of historical loss experience, the Company selected the following segmentation: product type, Fair Isaac Corporation (“FICO”) score, and delinquency status.

As finance receivables are originated, provisions for credit losses are recorded in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for estimated losses over the contractual life of the finance receivables (considering the effect of prepayments). Subsequent changes to the contractual terms that are a result of re-underwriting are not included in the finance receivable’s contractual life (considering the effect of prepayments). The Company uses its segmentation loss experience to forecast expected credit losses. Historical information about losses generally provides a basis for the estimate of expected credit losses. The Company also considers the need to adjust historical information to reflect the extent to which current conditions differ from the conditions that existed for the period over which historical information was evaluated. These adjustments to historical loss information may be qualitative or quantitative in nature.

Reasonable and supportable macroeconomic forecasts are required for the Company’s allowance for credit loss model. The Company engaged a major rating service to assist with compiling a reasonable and supportable forecast. The Company reviews macroeconomic forecasts to use in its allowance for credit losses. The Company adjusts the historical loss experience by relevant qualitative factors for these expectations. The Company does not require reversion adjustments, as the contractual lives of its portfolio are shorter than its available forecast periods.

The Company charges credit losses against the allowance for all products when an account reaches 180 days contractually delinquent, subject to certain exceptions. The Company’s customer accounts without a lien on a vehicle in a confirmed bankruptcy are charged off in the month following the bankruptcy notification or at 60 days contractually delinquent, subject to certain exceptions. Deceased borrower accounts are charged off in the month following the proper notification of passing, with the exception of borrowers with credit life insurance. Subsequent recoveries of amounts charged off, if any, are credited to the allowance.

Troubled debt restructurings: Prior to January 1, 2023, the Company classified a finance receivable as a TDR when the Company modified the finance receivable’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and granted a concession that it would not have otherwise considered. Modifications primarily included an interest rate reduction and/or term extension to reduce the borrower’s monthly payment. Once a loan was classified as a TDR, it remained a TDR for the purpose of calculating the allowance for credit losses for the remainder of its contractual term.

The Company established its allowance for credit losses related to its TDRs by calculating the present value of all expected cash flows (discounted at the finance receivable’s effective interest rate prior to modification) less the amortized costs of the aggregated pool. The Company used the modified interest rates and certain assumptions, including expected credit losses and recoveries, to estimate the expected cash flows from its TDRs.

Following the adoption of ASU 2022-02 on January 1, 2023, as discussed above, the Company no longer separately measures the allowance for credit losses on TDRs, and the impact to the allowance for credit losses of loan modifications made to borrowers experiencing financial difficulties is incorporated into the overall portfolio assessment as further described in the allowance for credit losses significant accounting policy.

Nonaccrual status: Accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If the account is charged off, the accrued interest income is reversed as a reduction of interest and fee income. Interest received on such loans is accounted for on the cash-basis method, until qualifying for return to accrual. Under the cash-basis method, interest income is recorded when the payment is received. Loans resume accruing interest when the past due status is brought below 90 days. The Company made a policy election to not record an allowance for credit losses related to accrued interest because it has nonaccrual and charge-off policies that result in the timely suspension and reversal of accrued interest.

Finance receivable origination fees and costs: Non-refundable fees received and direct costs (personnel and digital loan origination costs) incurred for the origination of finance receivables are deferred and recognized to interest income over their contractual lives using the constant yield method. Unamortized amounts are recognized in interest income at the time that finance receivables are paid in full, renewed, or charged off.

Restricted cash: Restricted cash includes cash and cash equivalents for which the Company’s ability to withdraw funds is contractually limited. The Company’s restricted cash consists of cash reserves that are maintained as collateral for potential credit life insurance claims and cash restricted for debt servicing of the Company’s revolving warehouse credit facilities and securitizations.

Restricted available-for-sale investments: The Company classifies its investments in debt securities that were purchased with the Company’s restricted cash as restricted available-for-sale investments and carries the investments at fair value. Unrealized gains and losses, net of taxes, are excluded from earnings and reported in other comprehensive income or loss until realized. The unrealized gains and losses, net of taxes, are recorded on the consolidated balance sheet in accumulated other comprehensive income or loss in stockholders’ equity. Realized gains and losses from the sale of available-for-sale investments are specifically identified and reclassified from accumulated other comprehensive income or loss and included within earnings on the consolidated statement of income.

Offsetting assets and liabilities: GAAP permits entities to present derivative receivables and derivative payables with the same counterparty and the related cash collateral receivables and payables on a net basis on the Consolidated Balance Sheet when a legally enforceable master netting agreement exists. GAAP also permits securities financing activities to be presented on a net basis when specified conditions are met, including the existence of a legally enforceable master netting agreement. The Company has elected to net such balances where it has determined that the specified conditions are met.

Share-based compensation: The Company measures compensation cost for share-based awards at estimated fair value and recognizes compensation expense over the service period for awards expected to vest. The Company uses the closing stock price on the date of grant as the fair value of restricted stock awards and performance-contingent restricted stock units. The fair value of stock options is determined using the Black-Scholes valuation model, and the fair value of performance restricted stock units is determined using the Monte Carlo valuation model. The Black-Scholes and Monte Carlo models require the input of assumptions, including expected volatility, expected dividends, expected term, risk-free interest rate, and a discount associated with post-vest holding restrictions, changes to which can affect the fair value estimate. Expected volatility is based on the Company’s historical stock price volatility. Expected dividends are calculated using the expected dividend yield (annualized dividends divided by the grant date stock price). The expected term is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. The risk-free rate is based on the zero-coupon U.S. Treasury bond rate over the expected term of the awards. The estimated discount associated with post-vest holding restrictions is calculated using a blend of the Finnerty and Chaffe models. In addition, the estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised.

Note 3. Finance Receivables, Credit Quality Information, and Allowance for Credit Losses

Net finance receivables for the periods indicated consisted of the following:


Dollars in thousands	March 31, 2023		December 31, 2022
Small loans	$	456,313	$	481,605
Large loans		1,211,836		1,208,185
Retail loans		8,081		9,603
Net finance receivables	$	1,676,230	$	1,699,393

Net finance receivables included net deferred origination fees and costs of $14.5 million and $16.0 million as of March 31, 2023 and December 31, 2022, respectively.

The credit quality of the Company’s finance receivable portfolio is dependent on the Company’s ability to enforce sound underwriting standards, maintain diligent servicing of the portfolio, and respond to changing economic conditions as it grows its portfolio. The allowance for credit losses uses FICO scores and delinquency as key data points in estimating the allowance. The Company uses six FICO band categories to assess FICO scores. The first three FICO band categories include subprime FICO scores below 620. The fourth and fifth FICO band categories include near-prime FICO scores ranging from 620 to 659. The sixth FICO band category includes prime FICO scores of 660 or higher.

Net finance receivables by product, FICO band at origination, and origination year as of March 31, 2023 are as follows:


	Net Finance Receivables by Origination Year
Dollars in thousands	2023 (1)		2022		2021		2020		2019		Prior		Total Net Finance Receivables
Small Loans:
FICO Band
1	$	25,427	$	45,683	$	7,203	$	859	$	168	$	41	$	79,381
2		9,447		29,996		4,131		397		32		12		44,015
3		13,113		38,952		4,409		286		26		1		56,787
4		14,303		46,107		5,019		311		20		8		65,768
5		16,770		54,149		6,000		263		12		3		77,197
6		29,848		91,324		11,495		478		18		2		133,165
Total small loans	$	108,908	$	306,211	$	38,257	$	2,594	$	276	$	67	$	456,313
Current period credit losses (2)	$	14	$	11,463	$	4,599	$	285	$	17	$	2	$	16,380
Large Loans:
FICO Band
1	$	20,579	$	53,571	$	18,258	$	5,773	$	2,529	$	997	$	101,707
2		10,843		35,941		12,410		3,038		951		177		63,360
3		21,404		96,791		34,620		6,468		1,770		202		161,255
4		29,658		130,747		46,263		9,216		2,697		148		218,729
5		30,643		132,220		48,096		10,220		2,499		116		223,794
6		71,624		256,380		91,388		19,109		4,326		164		442,991
Total large loans	$	184,751	$	705,650	$	251,035	$	53,824	$	14,772	$	1,804	$	1,211,836
Current period credit losses (2)	$	8	$	13,653	$	12,142	$	1,696	$	529	$	69	$	28,097
Retail Loans:
FICO Band
1	$	4	$	5	$	5	$	14	$	5	$	6	$	39
2		—		422		77		4		4		—		507
3		—		1,185		482		45		8		4		1,724
4		—		1,219		799		178		10		5		2,211
5		—		973		643		149		11		6		1,782
6		—		989		655		159		14		1		1,818
Total retail loans	$	4	$	4,793	$	2,661	$	549	$	52	$	22	$	8,081
Current period credit losses (2)	$	—	$	44	$	62	$	15	$	8	$	3	$	132
Total Loans:
FICO Band
1	$	46,010	$	99,259	$	25,466	$	6,646	$	2,702	$	1,044	$	181,127
2		20,290		66,359		16,618		3,439		987		189		107,882
3		34,517		136,928		39,511		6,799		1,804		207		219,766
4		43,961		178,073		52,081		9,705		2,727		161		286,708
5		47,413		187,342		54,739		10,632		2,522		125		302,773
6		101,472		348,693		103,538		19,746		4,358		167		577,974
Total loans	$	293,663	$	1,016,654	$	291,953	$	56,967	$	15,100	$	1,893	$	1,676,230
Current period credit losses (2)	$	22	$	25,160	$	16,803	$	1,996	$	554	$	74	$	44,609

(1)

Includes loans originated during the three months ended March 31, 2023.

(2)

Represents credit losses for the three months ended March 31, 2023.

Net finance receivables by product, FICO band at origination, and origination year as of December 31, 2022 are as follows:


	Net Finance Receivables by Origination Year
Dollars in thousands	2022		2021		2020		2019		2018		Prior		Total Net Finance Receivables
Small Loans:
FICO Band
1	$	63,362	$	10,842	$	1,388	$	246	$	47	$	7	$	75,892
2		41,683		6,785		664		56		26		2		49,216
3		53,444		7,659		520		39		—		1		61,663
4		62,609		8,980		544		33		—		1		72,167
5		71,448		10,650		505		22		—		—		82,625
6		119,199		19,886		929		28		—		—		140,042
Total small loans	$	411,745	$	64,802	$	4,550	$	424	$	73	$	11	$	481,605
Large Loans:
FICO Band
1	$	60,836	$	20,653	$	7,219	$	3,286	$	826	$	539	$	93,359
2		41,174		15,955		4,044		1,409		111		121		62,814
3		112,336		44,805		8,637		2,811		172		137		168,898
4		150,559		57,913		12,063		3,931		152		67		224,685
5		150,793		59,154		13,060		3,735		172		37		226,951
6		290,648		109,931		24,038		6,552		263		46		431,478
Total large loans	$	806,346	$	308,411	$	69,061	$	21,724	$	1,696	$	947	$	1,208,185
Retail Loans:
FICO Band
1	$	8	$	7	$	28	$	12	$	4	$	3	$	62
2		475		92		9		10		—		—		586
3		1,310		599		71		14		1		3		1,998
4		1,389		979		263		28		2		4		2,665
5		1,083		775		218		27		3		5		2,111
6		1,123		802		224		31		—		1		2,181
Total retail loans	$	5,388	$	3,254	$	813	$	122	$	10	$	16	$	9,603
Total Loans:
FICO Band
1	$	124,206	$	31,502	$	8,635	$	3,544	$	877	$	549	$	169,313
2		83,332		22,832		4,717		1,475		137		123		112,616
3		167,090		53,063		9,228		2,864		173		141		232,559
4		214,557		67,872		12,870		3,992		154		72		299,517
5		223,324		70,579		13,783		3,784		175		42		311,687
6		410,970		130,619		25,191		6,611		263		47		573,701
Total loans	$	1,223,479	$	376,467	$	74,424	$	22,270	$	1,779	$	974	$	1,699,393

The contractual delinquency of the net finance receivables portfolio by product and aging for the periods indicated are as follows:


	March 31, 2023
	Small					Large					Retail					Total
Dollars in thousands	$		%			$		%			$		%			$		%
Current	$	374,823		82.1	%	$	1,057,248		87.2	%	$	6,283		77.8	%	$	1,438,354		85.8	%
1 to 29 days past due		35,890		7.9	%		79,982		6.6	%		851		10.5	%		116,723		7.0	%
Delinquent accounts
30 to 59 days		9,406		2.1	%		17,822		1.6	%		200		2.4	%		27,428		1.6	%
60 to 89 days		9,165		2.0	%		15,847		1.3	%		166		2.1	%		25,178		1.5	%
90 to 119 days		9,218		2.0	%		13,768		1.1	%		162		2.0	%		23,148		1.4	%
120 to 149 days		8,550		1.9	%		13,497		1.1	%		216		2.7	%		22,263		1.3	%
150 to 179 days		9,261		2.0	%		13,672		1.1	%		203		2.5	%		23,136		1.4	%
Total delinquency	$	45,600		10.0	%	$	74,606		6.2	%	$	947		11.7	%	$	121,153		7.2	%
Total net finance receivables	$	456,313		100.0	%	$	1,211,836		100.0	%	$	8,081		100.0	%	$	1,676,230		100.0	%
Net finance receivables in nonaccrual status	$	27,983		6.1	%	$	43,045		3.6	%	$	603		7.5	%	$	71,631		4.3	%


	December 31, 2022
	Small					Large					Retail					Total
Dollars in thousands	$		%			$		%			$		%			$		%
Current	$	388,978		80.7	%	$	1,034,981		85.7	%	$	7,543		78.6	%	$	1,431,502		84.2	%
1 to 29 days past due		48,924		10.2	%		97,855		8.1	%		1,269		13.2	%		148,048		8.7	%
Delinquent accounts
30 to 59 days		13,144		2.8	%		22,712		1.8	%		352		3.7	%		36,208		2.2	%
60 to 89 days		12,251		2.5	%		18,828		1.6	%		273		2.8	%		31,352		1.8	%
90 to 119 days		8,714		1.8	%		15,427		1.3	%		152		1.6	%		24,293		1.4	%
120 to 149 days		5,572		1.2	%		10,675		0.9	%		10		0.1	%		16,257		1.0	%
150 to 179 days		4,022		0.8	%		7,707		0.6	%		4		0.0	%		11,733		0.7	%
Total delinquency	$	43,703		9.1	%	$	75,349		6.2	%	$	791		8.2	%	$	119,843		7.1	%
Total net finance receivables	$	481,605		100.0	%	$	1,208,185		100.0	%	$	9,603		100.0	%	$	1,699,393		100.0	%
Net finance receivables in nonaccrual status	$	20,810		4.3	%	$	39,039		3.2	%	$	212		2.2	%	$	60,061		3.5	%

The accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If a loan is charged off, the accrued interest is reversed as a reduction of interest and fee income. During the three months ended March 31, 2023 and 2022, the Company reversed $4.7 million and $3.7 million of accrued interest as reductions of interest and fee income, respectively.

The following is a reconciliation of the allowance for credit losses by product for the three months ended March 31, 2023 and 2022:


Dollars in thousands	Small			Large			Retail			Total
Beginning balance at January 1, 2023	$	57,915		$	119,592		$	1,293		$	178,800
Provision for credit losses		19,819			27,709			140			47,668
Credit losses		(16,380	)		(28,097	)		(132	)		(44,609	)
Recoveries		758			1,178			5			1,941
Ending balance at March 31, 2023	$	62,112		$	120,382		$	1,306		$	183,800
Net finance receivables at March 31, 2023	$	456,313		$	1,211,836		$	8,081		$	1,676,230
Allowance as percentage of net finance receivables at March 31, 2023		13.6	%		9.9	%		16.2	%		11.0	%


Dollars in thousands	Small			Large			Retail			Total
Beginning balance at January 1, 2022	$	61,294		$	96,494		$	1,512		$	159,300
Provision for credit losses		12,646			17,952			260			30,858
Credit losses		(16,255	)		(16,260	)		(265	)		(32,780	)
Recoveries		645			747			30			1,422
Ending balance at March 31, 2022	$	58,330		$	98,933		$	1,537		$	158,800
Net finance receivables at March 31, 2022	$	438,153		$	997,226		$	10,692		$	1,446,071
Allowance as percentage of net finance receivables at March 31, 2022		13.3	%		9.9	%		14.4	%		11.0	%

The Company uses certain loan modification programs for borrowers experiencing financial difficulties as a loss mitigation strategy to improve collectability of the loans and assist customers through financial setbacks. Programs consist of offering payment deferrals, refinancing, and, in limited instances, settlements. Customers may also pursue financial assistance through external sources, such as filing for bankruptcy protection. Modification programs available to our customers are described in more detail below:

•

Customers are generally limited to two deferrals of their monthly payment in a rolling twelve-month period unless it is determined that an exception is warranted (e.g. due to a natural disaster or pandemic). Since the COVID-19 pandemic, customers have been temporarily allowed up to three deferrals in a rolling twelve-month period.

•

Customers with delinquent loans who have made recent payments and have verified current employment are allowed to refinance their loan with a reduced interest rate and/or term extension, making the monthly payments more affordable.

•

The Company may also agree to settle a past-due loan by accepting less than the full principal balance owed in certain limited cases once it is determined that collection of the entire outstanding balance is unlikely.

•

Customers who receive bankruptcy protection may receive principal forgiveness, interest rate reductions, and/or term extensions.

The information relating to modifications made to borrowers experiencing financial difficulty for the periods indicated are as follows:


	As of and for the Three Months Ended March 31, 2023
	Principal Forgiveness				Deferrals					Interest Rate Reduction & Term Extension					Total
Dollars in thousands	Amortized Cost Basis		% of Net Finance Receivables		Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables
Small loans	$	3		—	$	1,707		0.4	%	$	958		0.2	%	$	2,668		0.6	%
Large loans		24		—		3,079		0.3	%		4,636		0.4	%		7,739		0.6	%
Total	$	27		—	$	4,786		0.3	%	$	5,594		0.3	%	$	10,407		0.6	%

The financial effects of the modifications made to borrowers experiencing financial difficulty for the three months ended March 31, 2023 are as follows:


Loan Modification	Product	Financial Effect
Principal forgiveness	Small loans	Reduced the amortized cost basis of the loans by $0.1 million.
Principal forgiveness	Large loans	Reduced the amortized cost basis of the loans by $0.2 million.
Deferrals	Small loans	Provided an average of 3 monthly payment deferrals through our standard deferral program. The payment deferrals were added to the end of the original loan terms of these borrowers.
Deferrals	Large loans	Provided an average of 3 monthly payment deferrals through our standard deferral program. The payment deferrals were added to the end of the original loan terms of these borrowers.
Interest rate reduction	Small loans	Reduced the weighted-average contractual interest rate from 35.5% to 22.9%.
Interest rate reduction	Large loans	Reduced weighted-average contractual interest rate from 30.3% to 18.0%.
Term extension	Small loans	Added a weighted-average 1.2 years to the life of loans.
Term extension	Large loans	Added a weighted-average 1.3 years to the life of loans.

The following table provides the amortized cost basis for modifications made to borrowers experiencing financial difficulty on or after January 1, 2023 that subsequently defaulted. The Company defines payment default as 90 days past due for this disclosure. The respective amounts for each modification for the periods indicated are as follows:


	March 31, 2023
Dollars in thousands	Principal Forgiveness		Deferrals		Interest Rate Reduction & Term Extension		Total
Small loans	$	—	$	33	$	—	$	33
Large loans		—		21		—		21
Total	$	—	$	54	$	—	$	54

The contractual delinquencies of loans that were modified to borrowers experiencing financial difficulty on or after January 1, 2023 for the periods indicated are as follows:


	March 31, 2023
Dollars in thousands	Current		30 - 89 Days Past Due		90+ Days Past Due		Total
Small loans	$	2,354	$	281	$	34	$	2,669
Large loans		7,324		393		17		7,734
Total	$	9,678	$	674	$	51	$	10,403

Prior to January 1, 2023, the Company classified a loan as a TDR finance receivable when the Company modified a loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and granted a concession that it would not have otherwise considered.

The amount of TDR net finance receivables and the related TDR allowance for credit losses for the periods indicated are as follows:


	March 31, 2022
Dollars in thousands	TDR Net Finance Receivables		TDR Allowance for Credit Losses
Small loans	$	3,249	$	1,078
Large loans		13,295		3,782
Retail loans		58		19
Total	$	16,602	$	4,879

The following table provides the number and amount of net finance receivables modified and classified as TDRs during the periods presented:


	Three Months Ended
	March 31, 2022
Dollars in thousands	Number of Loans		TDR Net Finance Receivables (1)
Small loans		766	$	1,464
Large loans		760		4,043
Retail loans		3		5
Total		1,529	$	5,512

(1)

Represents the post-modification net finance receivables balance of loans that have been modified during the period and resulted in a TDR.

The following table provides the number of accounts and amortized cost basis of finance receivables that subsequently defaulted within the periods indicated (that were modified as a TDR in the preceding 12 months). The Company defines payment default as 90 days past due for this disclosure. The respective amounts and activity for the periods indicated are as follows:


	Three Months Ended
	March 31, 2022
Dollars in thousands	Number of Loans		TDR Net Finance Receivables (1)
Small loans		254	$	478
Large loans		210		1,212
Retail loans		2		6
Total		466	$	1,696

(1)

Only includes defaults occurring within 12 months of a loan being designated as a TDR. Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.

Note 4. Restricted Available-for-Sale Investments

The following table reconciles the amortized cost, gross unrealized gains and losses included in accumulated other comprehensive income or loss, and estimated fair value of the Company’s restricted available-for-sale investments as of the periods indicated:


	March 31, 2023
Dollars in thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted investments	$	22,968	$	—	$	(479	)	$	22,489


	December 31, 2022
Dollars in thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted investments	$	21,158	$	—	$	(742	)	$	20,416

The following table includes the gross unrealized losses and estimated fair values of restricted available-for-sale investments that were in a continuous unrealized loss position, for which no allowance for credit loss has been recorded, as of the periods indicated:


	March 31, 2023
	Less than 12 Months					12 Months or Longer				Total
Dollars in thousands	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
Restricted investments	$	22,489	$	(479	)	$	—	$	—	$	22,489	$	(479	)


	December 31, 2022
	Less than 12 Months					12 Months or Longer				Total
Dollars in thousands	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
Restricted investments	$	20,416	$	(742	)	$	—	$	—	$	20,416	$	(742	)

The restricted available-for-sale investments consist of U.S. Treasuries which are measured at fair value and include accrued interest receivables of $0.1 million and $0.3 million as of March 31, 2023 and December 31, 2022, respectively. The investments consist of highly rated securities backed by the U.S. federal government. As a result, the Company has not recorded an allowance for credit losses related to the restricted available-for-sale investments. Changes in fair value are the result of recent increases in interest rates by the Federal Reserve that occurred after the purchase of the investments.

The following table includes the amortized cost and estimated fair values of restricted available-for-sale investments by contractual maturity as of the periods indicated:


	March 31, 2023
Dollars in thousands	Amortized Cost		Estimated Fair Value
Due in one year	$	4,037	$	4,020
Due within one year to five years		18,931		18,469
Due within five years to ten years		—		—
Due after ten years		—		—
Total restricted available-for-sale investments	$	22,968	$	22,489

The following table includes the proceeds from sold or matured restricted available-for-sale investments for the periods indicated:


	Three Months Ended
Dollars in thousands	March 31, 2023		March 31, 2022
Purchase of restricted available-for-sale investments	$	1,900	$	—

The Company had no gross realized gains or losses during the three months ended March 31, 2023 and 2022, respectively. For additional information on the Company's restricted available-for-sale investments, see Note 8, "Disclosure About Fair Value of Financial Instruments."

Note 5. Interest Rate Caps

The Company previously purchased interest rate cap contracts to manage the risk associated with LIBOR-based borrowings. Each contract was collateralizable and contained a strike rate against the one-month LIBOR. When the one-month LIBOR exceeded the strike rate, the counterparty remitted to the Company for the excess over the strike rate. No payment was required by the Company or the counterparty when the one-month LIBOR was below the strike rate.

As of September 30, 2022, the Company no longer maintained interest rate cap protections.

The following is a summary of changes in fair value of the interest rate caps for the periods indicated:


	Three Months Ended
	March 31,
Dollars in thousands	2023		2022
Balance at beginning of period	$	—	$	6,586
Purchases		—		—
Sales		—		—
Fair value adjustment included as a decrease in interest expense		—		10,158
Balance at end of period	$	—	$	16,744

Note 6. Debt

The following is a summary of the Company’s debt as of the periods indicated:


	March 31, 2023							December 31, 2022
Dollars in thousands	Debt		Unamortized Debt Issuance Costs (1)			Net Debt		Debt		Unamortized Debt Issuance Costs (1)			Net Debt
Senior revolving credit facility	$	105,315	$	(1,201	)	$	104,114	$	147,547	$	(1,104	)	$	146,443
RMR II revolving warehouse credit facility		—		—			—		189		—			189
RMR IV revolving warehouse credit facility		65		—			65		18,144		(338	)		17,806
RMR V revolving warehouse credit facility		20,099		—			20,099		286		—			286
RMR VI revolving warehouse credit facility		15,005		—			15,005		—		—			—
RMIT 2020-1 securitization		180,214		(412	)		179,802		180,214		(618	)		179,596
RMIT 2021-1 securitization		248,916		(774	)		248,142		248,916		(985	)		247,931
RMIT 2021-2 securitization		200,192		(1,427	)		198,765		200,192		(1,534	)		198,658
RMIT 2021-3 securitization		125,202		(1,099	)		124,103		125,202		(1,178	)		124,024
RMIT 2022-1 securitization		250,374		(1,629	)		248,745		250,374		(1,841	)		248,533
RMIT 2022-2B securitization		184,295		(1,673	)		182,622		184,295		(1,914	)		182,381
Total	$	1,329,677	$	(8,215	)	$	1,321,462	$	1,355,359	$	(9,512	)	$	1,345,847
Unused amount of revolving credit facilities (subject to borrowing base)	$	580,655						$	555,117

(1) Unamortized debt issuance costs related to the revolving warehouse credit facilities are presented within other assets in the consolidated balance sheets. RMR II had $0.9 million in such costs as of December 31, 2022. RMR IV had $0.4 million of such costs as of March 31, 2023. RMR V had $0.4 million of such costs for both March 31, 2023 and December 31, 2022. RMR VI had $0.9 million of such costs as of March 31, 2023.

Senior Revolving Credit Facility: In November 2022, the Company amended and restated its senior revolving credit facility to, among other things, decrease the availability under the facility from $500 million to $420 million. The senior revolving credit facility matures in September 2024. Excluding the receivables held by the Company’s VIEs, the senior revolving credit facility is secured by substantially all of the Company’s finance receivables and equity interests of the majority of its subsidiaries. Advances on the senior revolving credit facility are capped at 83% of eligible finance receivables (81% of eligible finance receivables as of March 31, 2023).

In September 2022, the Company amended and restated its senior revolving credit facility to replace LIBOR as the benchmark rate for the calculation of interest with a forward-looking term rate based on the secured overnight financing rate ("SOFR") or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a floor of not less than 0.50%, plus a 3.00% margin and a benchmark adjustment. The effective interest rate was 7.77% at March 31, 2023. The Company pays an unused commitment fee between 0.50% and 1.00% based upon the average outstanding balance. As of March 31, 2023, the Company had $131.9 million of immediate available liquidity to draw down cash under the facility and held $7.1 million in unrestricted cash.

Variable Interest Entity Debt: As part of its overall funding strategy, the Company has transferred certain finance receivables to affiliated VIEs for asset-backed financing transactions, including securitizations. The following debt arrangements are issued by the Company’s wholly-owned, bankruptcy-remote SPEs, which are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary.

These debts are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these finance receivables are remitted to restricted cash collection accounts, which totaled $112.6 million and $112.2 million as of March 31, 2023 and December 31, 2022, respectively. Cash inflows from the finance receivables are distributed to the lenders/investors, the service providers, and/or the residual interest that the Company owns in accordance with a monthly contractual priority of payments. The SPEs pay a servicing fee to the Company, which is eliminated in consolidation. Distributions from the SPEs to the Company are permitted under the debt arrangements.

At each sale of receivables from the Company’s affiliates to the SPEs, the Company makes certain representations and warranties about the quality and nature of the collateralized receivables. The debt arrangements require the Company to repurchase the receivables in certain circumstances, including circumstances in which the representations and warranties made by the Company concerning the quality and characteristics of the receivables are inaccurate. Assets transferred to each SPE are legally isolated from the Company and its affiliates, as well as the claims of the Company’s and its affiliates’ creditors. Further, the assets of each SPE are owned by such SPE and are not available to satisfy the debts or other obligations of the Company or any of its affiliates.

RMR II Revolving Warehouse Credit Facility: In April 2021, the Company and its wholly-owned SPE, Regional Management Receivables II, LLC (“RMR II”), amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR II to, among other things, extend the date at which the facility converts to an amortizing loan and the termination date to March 2023 and March 2024, respectively, decrease the total facility from $125 million to $75 million, increase the cap on facility advances from 80% to 83% of eligible finance receivables, and increase the rate at which borrowings under the facility bore interest, payable monthly, at a rate equal to three-month LIBOR, with a LIBOR floor of 0.25%, plus a blended margin of 2.35% (2.15% prior to the April 2021 amendment).

In September 2022, the Company and its wholly-owned SPE, RMR II, amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR II to replace LIBOR as the benchmark rate for calculation of interest rate with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The three-month LIBOR was replaced on October 1, 2022 by three-month SOFR with a floor of 0.25%, plus a 2.35% margin, and a benchmark adjustment.

In March 2023, the Company and RMR II exercised the right to make an optional principal repayment in full, and in connection with such repayment, the facility terminated.

RMR IV Revolving Warehouse Credit Facility: In April 2021, the Company and its wholly-owned SPE, Regional Management Receivables IV, LLC (“RMR IV”), entered into a credit agreement that provides for a $125 million revolving warehouse credit facility to RMR IV. The facility was to convert to an amortizing loan in April 2023 and terminates in April 2024. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR IV. Advances on the facility are capped at 81% of eligible finance receivables.

In September 2022, the Company and its wholly-owned SPE, RMR IV, amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR IV to replace LIBOR as the benchmark rate for calculation of interest rate with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a margin of 2.35% and a benchmark adjustment. The effective interest rate was 7.12% as of March 31, 2023. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. RMR IV had $22.9 million of immediate availability to draw down cash under the facility and held $0.3 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the credit agreement.

RMR V Revolving Warehouse Credit Facility: In September 2022, the Company and its wholly owned SPE, Regional Management Receivables V, LLC (“RMR V”), amended and restated the credit agreement that provides for a $100 million revolving warehouse credit facility to RMR V to extend the date at which the facility converts to an amortizing loan and the termination date to November 2022 and November 2023, respectively (October 2022 and October 2023, respectively, prior to the September 2022 amendment). Following a subsequent amendment in November 2022, the amortizing loan conversion date and termination date were extended to November 2024 and November 2025, respectively. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR V. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a per annum rate, which in the case of a conduit lender is the commercial paper rate, plus a margin of 2.75% (2.20% prior to the November 2022 amendment). The effective interest rate was 7.87% as of March 31, 2023. RMR V pays an unused commitment fee between 0.45% and 0.75% based upon the average daily utilization of the facility. RMR V had $20.1 million of immediate availability to draw down cash under the facility and held $0.5 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the credit agreement.

RMR VI Revolving Warehouse Credit Facility: In February 2023, the Company and its wholly-owned SPE, Regional Management Receivables VI, LLC (“RMR VI”), entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VI. The facility converts to an amortizing loan in February 2025 and terminates in February 2026. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR VI. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 0.10% per annum, (ii) a margin of 2.50%, and (iii) the applicable step-up margin (0.00% during the revolving period). The effective interest rate was 7.27% as of March 31, 2023. RMR VI pays a monthly unused commitment fee of 0.50%. RMR VI had $0.1 million of immediate availability to draw down cash under the facility and held $0.2 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the credit agreement.

RMIT 2020-1 Securitization: In September 2020, the Company, its wholly-owned SPE, Regional Management Receivables III, LLC (“RMR III”), and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2020-1 (“RMIT 2020-1”), completed a private offering and sale of $180 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2020-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2020-1. The notes have a revolving period ending in September 2023, with a final maturity date in October 2030. RMIT 2020-1 held $1.9 million in restricted cash

reserves as of March 31, 2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2020-1 securitization bear interest, payable monthly, at an effective interest rate of 2.85% as of March 31, 2023. Prior to maturity in October 2030, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in October 2023. No payments of principal of the notes will be made during the revolving period.

RMIT 2021-1 Securitization: In February 2021, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2021-1 (“RMIT 2021-1”), completed a private offering and sale of $249 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-1. The notes have a revolving period ending in February 2024, with a final maturity date in March 2031. RMIT 2021-1 held $2.6 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-1 securitization bear interest, payable monthly, at an effective interest rate of 2.08% as of March 31, 2023. Prior to maturity in March 2031, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in March 2024. No payments of principal of the notes will be made during the revolving period.

RMIT 2021-2 Securitization: In July 2021, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2021-2 (“RMIT 2021-2”), completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-2. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-2. The notes have a revolving period ending in July 2026, with a final maturity date in August 2033. RMIT 2021-2 held $2.1 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-2 securitization bear interest, payable monthly, at an effective interest rate of 2.30% as of March 31, 2023. Prior to maturity in August 2033, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in August 2026. No payments of principal of the notes will be made during the revolving period.

RMIT 2021-3 Securitization: In October 2021, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2021-3 (“RMIT 2021-3”), completed a private offering and sale of $125 million of asset-backed notes. The transaction consisted of the issuance of fixed-rate, asset-backed notes by RMIT 2021-3. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-3. The notes have a revolving period ending in September 2026, with a final maturity date in October 2033. RMIT 2021-3 held $1.5 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-3 securitization bear interest, payable monthly, at an effective interest rate of 3.88% as of March 31, 2023. Prior to maturity in October 2033, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in October 2024. No payments of principal of the notes will be made during the revolving period.

RMIT 2022-1 Securitization: In February 2022, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2022-1 (“RMIT 2022-1”), completed a private offering and sale of $250 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2022-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2022-1. The notes have a revolving period ending in February 2025, with a final maturity date in March 2032. RMIT 2022-1 held $2.6 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2022-1 securitization bear interest, payable monthly, at an effective interest rate of 3.59% as of March 31, 2023. Prior to maturity in March 2032, the Company may redeem the notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in March 2025. No payments of principal of the notes will be made during the revolving period.

RMIT 2022-2B Securitization: In October 2022, the Company, its wholly-owned SPE, RMR III, and its indirect wholly-owned SPE, Regional Management Issuance Trust 2022-2B (“RMIT 2022-2B”), completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of three classes of fixed-rate, asset-backed notes by RMIT 2022-2B. The asset-backed notes were secured by finance receivables and other related assets that RMR III purchased from the Company and have a revolving period ending in October 2024, with a final maturity date in November 2031. RMR III sold two classes of the asset-backed notes and transferred them to RMIT 2022-2B. RMIT 2022-2B held $2.3 million in restricted cash reserves as of March 31, 2023 to satisfy provisions of the transaction documents. Borrowings under the sold notes bear interest, payable monthly, at an effective interest rate of 7.51% as of March 31, 2023. The $16.3 million class of the fixed-rate, asset-backed notes was retained by RMR III on the closing date but may be sold in whole or in part. Prior to maturity in November 2031, the Company may redeem the

notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in November 2024. No payments of principal of the notes will be made during the revolving period.

See Note 13, “Subsequent Events,” for information regarding the addition of a revolving credit facility and an amendment of the RMR IV Revolving Warehouse Credit Facility following the end of the fiscal quarter.

The Company’s debt arrangements are subject to certain covenants, including monthly and annual reporting, maintenance of specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, and certain other restrictions. As of March 31, 2023, the Company was in compliance with all debt covenants.

Note 7. Stockholders’ Equity

Stock repurchase program: In May 2021, the Company announced that its Board of Directors (the "Board") had authorized a $30.0 million stock repurchase program. In August 2021, the Company announced that the Board had approved a $20.0 million increase in the amount authorized under the stock repurchase program, from $30.0 million to $50.0 million. In January 2022, the Company completed the stock repurchase program, having repurchased a total of 945 thousand shares of common stock.

In February 2022, the Company announced that the Board had authorized a new $20.0 million stock repurchase program. In May 2022, the Company completed the stock repurchase program, having repurchased a total of 426 thousand shares of common stock.

The following is a summary of the Company’s repurchased shares of common stock for the periods indicated:


	Three Months Ended March 31,
Dollars and shares in thousands, except per share amounts	2023		2022
Common stock repurchased		—		184
Weighted-average cost per share	$	—	$	49.00
Total cost of common stock repurchased	$	—	$	9,031

Quarterly cash dividend: The Board may in its discretion declare and pay cash dividends on the Company’s common stock. The following table presents the dividends declared per share of common stock for the periods indicated:


	Three Months Ended March 31,
	2023		2022
Dividends declared per common share	$	0.30	$	0.30

See Note 13, “Subsequent Events,” for information regarding the Company’s cash dividend following the end of the fiscal quarter.

Note 8. Disclosure About Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and restricted cash: Cash and restricted cash is recorded at cost, which approximates fair value due to its highly liquid nature.

Restricted available-for-sale investments: The fair value of U.S. Treasury securities are priced using an external pricing service which the Company corroborates using a secondary external vendor. For additional information on the Company's restricted available-for-sale investments, see Note 4, "Restricted Available-for-Sale Investments."

Net finance receivables: The Company determines the fair value of net finance receivables using a discounted cash flows methodology. The application of this methodology requires the Company to make certain estimates and judgments. These estimates and judgments include, but are not limited to, prepayment rates, default rates, loss severity, and risk-adjusted discount rates.

Debt: The Company estimates the fair value of debt using estimated credit marks based on an index of similar financial instruments (credit facilities) and projected cash flows from the underlying collateralized finance receivables (securitizations), each discounted using a risk-adjusted discount rate.

Certain of the Company’s assets estimated fair value are classified and disclosed in one of the following three categories:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are not corroborated by market data.

In determining the appropriate levels, the Company performs an analysis of the assets and liabilities that are estimated at fair value. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

The following table includes the carrying amounts and estimated fair values of financial assets and liabilities disclosed but not carried at fair value:


	March 31, 2023				December 31, 2022
Dollars in thousands	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Level 1
Cash	$	7,108	$	7,108	$	3,873	$	3,873
Restricted cash		127,178		127,178		127,926		127,926
Level 3
Net finance receivables, less unearned insurance premiums and allowance for credit losses		1,443,304		1,532,558		1,469,585		1,554,794
Liabilities
Level 3
Debt		1,329,677		1,214,506		1,355,359		1,219,832

The following table includes the carrying amounts and estimated fair values of amounts the Company measures at fair value on a recurring basis:

March 31, 2023

December 31, 2022

Dollars in thousands

Carrying
Amount

Estimated
Fair Value

Carrying
Amount

Estimated
Fair Value

Assets

Level 2

Restricted available-for-sale investments

22,489

20,416

As of the periods indicated above, there were no financial assets or liabilities measured at fair value on a non-recurring basis.

Note 9. Income Taxes

The Company records interim provisions for income taxes based on an estimated annual effective tax rate. The Company recognizes discrete tax benefits or deficiencies in the income tax line of the consolidated statements of income. These discrete benefits or deficiencies are primarily the result of exercises or vestings of share-based awards.

The following table summarizes the components of income taxes for the periods indicated:


	Three Months Ended
	March 31,
Dollars in thousands	2023		2022
Provision for corporate taxes	$	2,901	$	8,562
Discrete tax (benefits) deficiencies		15		(396	)
Total income taxes	$	2,916	$	8,166

Note 10. Earnings Per Share

The following schedule reconciles the computation of basic and diluted earnings per share for the periods indicated:


	Three Months Ended March 31,
Dollars in thousands, except per share amounts	2023		2022
Numerator:
Net income	$	8,689	$	26,783
Denominator:
Weighted-average shares outstanding for basic earnings per share		9,325		9,533


Effect of dilutive securities		297		489
Weighted-average shares adjusted for dilutive securities		9,622		10,022
Earnings per share:
Basic	$	0.93	$	2.81
Diluted	$	0.90	$	2.67

During the three months ended March 31, 2023 and 2022, 0.2 million and 0.1 million shares of common stock were outstanding, respectively, but were not included in the computation of diluted earnings per share because they were anti-dilutive. These anti-dilutive awards include Non-Qualified Stock Options, Restricted Stock Awards, Performance-Contingent Restricted Stock Units, and Performance Restricted Stock Units.

Note 11. Share-Based Compensation

The Company previously adopted the 2007 Management Incentive Plan (the “2007 Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan”). On April 22, 2015, the stockholders of the Company approved the 2015 Long-Term Incentive Plan (the “2015 Plan”), and on each of April 27, 2017 and May 20, 2021, the stockholders of the Company re-approved the 2015 Plan, as amended and restated on each respective date. As of March 31, 2023, subject to adjustments as provided in the 2015 Plan, the maximum aggregate number of shares of the Company’s common stock that could be issued under the 2015 Plan could not exceed the sum of (i) 2.6 million shares (such amount reflecting an increase of 1.05 million additional or “new” shares in connection with the May 20, 2021 re-approval of the 2015 Plan) plus (ii) any shares remaining available for the grant of awards as of the 2015 Plan effective date (April 22, 2015) under the 2007 Plan or the 2011 Plan, plus (iii) any shares subject to an award granted under the 2007 Plan or the 2011 Plan, which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited. As of the effective date of the 2015 Plan (April 22, 2015), there were 0.9 million shares available for grant under the 2015 Plan, inclusive of shares previously available for grant under the 2007 Plan and the 2011 Plan that were rolled over to the 2015 Plan. No further grants will be made under the 2007 Plan or the 2011 Plan. However, awards that are outstanding under the 2007 Plan and the 2011 Plan will continue in accordance with their respective terms. As of March 31, 2023, there were 0.8 million shares available for grant under the 2015 Plan.

For the three months ended March 31, 2023 and 2022, the Company recorded share-based compensation expense of $2.1 million and $2.1 million, respectively. As of March 31, 2023, unrecognized share-based compensation expense to be recognized over future periods approximated $9.1 million. This amount will be recognized as expense over a weighted-average period of 1.4 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity awards.

The Company allows for the settlement of share-based awards on a net share basis. With net share settlement, the employee does not surrender any cash or shares upon the exercise of stock options or the vesting of stock awards or stock units. Rather, the Company withholds the number of shares with a value equivalent to the option exercise price (for stock options) and the statutory tax withholding (for all share-based awards). Net share settlements have the effect of reducing the number of shares that would have otherwise been issued as a result of exercise or vesting.

Long-term incentive program: The Company issues performance restricted stock units (“PRSUs”) and restricted stock awards (“RSAs”) to certain members of senior management under a long-term incentive program (“LTIP”). Recurring annual grants are made at the discretion of the Board. The annual grants are subject to cliff- and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. Vested PRSUs are subject to an additional one-year holding period following the vesting date. The actual value of the PRSUs that may be earned can range from 0% to 150% of target based on positive or negative cumulative total shareholder return concluding at the end of the third calendar year.

Prior to 2022, the Company issued non-qualified stock options, performance-contingent restricted stock units (“RSUs”), cash-settled performance units (“CSPUs”), and RSAs to certain members of senior management under the LTIP. The CSPUs are cash incentive awards, and the associated expense is not based on the market price of the Company’s common stock. The annual grants are subject to cliff- and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. The actual value of the RSUs and CSPUs that may be earned can range from 0% to 150% of target based on the percentile ranking of the Company’s compound annual growth rate of pre-provision net income and pre-provision net income per share compared to a public company peer group over a three-year performance period.

Key team member incentive program: The Company also has a key team member incentive program for certain other members of senior management. Recurring annual participation in the program is at the discretion of the Board and executive management. Each participant in the program is eligible to earn an RSA, subject to performance over a one-year period. Payout under the program can range from 0% to 150% of target based on the achievement of five Company performance metrics and individual performance

goals (subject to continued employment and certain other terms and conditions of the program). If earned, the RSA is issued following the one-year performance period and vests ratably over a subsequent two-year period (subject to continued employment or as otherwise provided in the underlying award agreement).

Inducement and retention program: From time to time, the Company issues stock awards and other long-term incentive awards in conjunction with employment offers to select new employees and retention grants to select existing employees. The Company issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting terms, including fully-vested awards at the grant date, cliff-vesting, and graded-vesting over periods of up to five years (subject to continued employment or as otherwise provided in the underlying award agreements).

Non-employee director compensation program: The Company awards its non-employee directors a cash retainer and shares of restricted common stock. The RSAs are granted on the fifth business day following the Company’s annual meeting of stockholders and fully vest upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the Company (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the date of the next annual stockholders’ meeting is not less than 50 weeks).

The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs:

Non-qualified stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of grant. Stock options are subject to various vesting terms, including graded- and cliff-vesting over periods of up to five years. In addition, stock options vest and become exercisable in full or in part under certain circumstances, including following the occurrence of a change of control (as defined in the option award agreements). Participants who are awarded options must exercise their options within a maximum of ten years of the grant date.

The fair value of option grants was estimated on the grant date using the Black-Scholes option-pricing model. Beginning in 2022, the Company no longer issues non-qualified stock options as part of its annual long-term incentive program.

The following table summarizes the stock option activity for the three months ended March 31, 2023:


Dollars and shares in thousands, except per share amounts	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		527	$	23.07
Granted		—		—
Exercised		—		—
Forfeited		—		—
Expired		—		—
Options outstanding at March 31, 2023		527	$	23.07		5.6	$	2,403
Options exercisable at March 31, 2023		475	$	22.32		5.4	$	2,389

The following table provides additional stock option information for the periods indicated:


	Three Months Ended March 31,
Dollars in thousands, except per share amounts	2023		2022
Weighted-average grant date fair value per share	$	—	$	—
Intrinsic value of options exercised	$	—	$	2,142
Fair value of stock options that vested	$	—	$	—

Performance restricted stock units: Compensation expense for PRSUs is based on the fair value of the award estimated on the grant date using the Monte Carlo valuation model. The following are the weighted-average assumptions for the PRSU grants during the periods indicated below:


	Three Months Ended March 31,
	2023		2022
Expected volatility		—		39.24	%
Expected dividends		—		—
Risk-free rate		—		1.05	%
Discount for post-vesting restrictions		—		11.93	%

The following table summarizes PRSU activity during the three months ended March 31, 2023:


Dollars and units in thousands, except per unit amounts	Units		Weighted-Average Grant Date Fair Value Per Unit
Non-vested units at January 1, 2023		70	$	52.07
Granted		—		—
Achieved performance adjustment		—		—
Vested		—		—
Forfeited		—		—
Non-vested units at March 31, 2023		70	$	52.07

The following table provides additional PRSU information for the periods indicated:


	Three Months Ended March 31,
Dollars in thousands, except per unit amounts	2023		2022
Weighted-average grant date fair value per unit	$	—	$	52.07
Fair value of PRSUs that vested	$	—	$	—

Performance-contingent restricted stock units: Compensation expense for RSUs is based on the Company’s closing stock price on the date of grant and the probability that certain financial goals will be achieved over the performance period. Compensation expense is estimated based on expected performance and is adjusted at each reporting period.

The following table summarizes RSU activity during the three months ended March 31, 2023:


Dollars and units in thousands, except per unit amounts	Units		Weighted-Average Grant Date Fair Value Per Unit
Non-vested units at January 1, 2023		108	$	21.87
Granted (target)		—		—
Achieved performance adjustment		—		—
Vested		—		—
Forfeited		—		—
Non-vested units at March 31, 2023		108	$	21.87

The following table provides additional RSU information for the periods indicated:


	Three Months Ended March 31,
Dollars in thousands, except per unit amounts	2023		2022
Weighted-average grant date fair value per unit	$	—	$	—
Fair value of RSUs that vested	$	—	$	—

Restricted stock awards: The fair value and compensation expense of the primary portion of the Company’s RSAs are calculated using the Company’s closing stock price on the date of grant. These RSAs include director awards, inducement awards, and RSAs granted pursuant to the Company’s long-term incentive program.

The fair value and compensation expense of RSAs granted pursuant to the Company’s performance-based key team member incentive program are calculated using the Company’s closing stock price on the date of grant and the probability that certain financial goals will be achieved over the performance period. Compensation expense is estimated based on expected performance and is adjusted at each reporting period.

The following table summarizes RSA activity during the three months ended March 31, 2023:


Dollars and shares in thousands, except per share amounts	Shares			Weighted-Average Grant Date Fair Value Per Share
Non-vested shares at January 1, 2023		198		$	38.99
Granted		56			51.87
Vested		(3	)		54.30
Forfeited		—			—
Non-vested shares at March 31, 2023		251		$	41.68

The following table provides additional RSA information for the periods indicated:


	Three Months Ended March 31,
Dollars in thousands, except per share amounts	2023		2022
Weighted-average grant date fair value per share	$	51.87	$	40.13
Fair value of RSAs that vested	$	154	$	215

Note 12. Commitments and Contingencies

In the normal course of business, the Company has been named as a defendant in legal actions in connection with its activities. Some of the actual or threatened legal actions include claims for compensatory damages or claims for indeterminate amounts of damages. The Company contests liability and the amount of damages, as appropriate, in each pending matter.

Where available information indicates that it is probable that a liability has been incurred and the Company can reasonably estimate the amount of that loss, the Company accrues the estimated loss by a charge to net income.

However, in many legal actions, it is inherently difficult to determine whether any loss is probable, or even reasonably possible, or to estimate the amount of loss. This is particularly true for actions that are in their early stages of development or where plaintiffs seek indeterminate damages. In addition, even where a loss is reasonably possible or an exposure to loss exists in excess of the liability already accrued, it is not always possible to reasonably estimate the size of the possible loss or range of loss. Before a loss, additional loss, range of loss, or range of additional loss can be reasonably estimated for any given action, numerous issues may need to be resolved, including through lengthy discovery, following determination of important factual matters, and/or by addressing novel or unsettled legal questions.

For certain other legal actions, the Company can estimate reasonably possible losses, additional losses, ranges of loss, or ranges of additional loss in excess of amounts accrued, but the Company does not believe, based on current knowledge and after consultation with counsel, that such losses will have a material adverse effect on the consolidated financial statements.

While the Company will continue to identify legal actions where it believes a material loss to be reasonably possible and reasonably estimable, there can be no assurance that material losses will not be incurred from claims that the Company has not yet been notified of or are not yet determined to be probable, or reasonably possible and reasonable to estimate.

The Company expenses legal costs as they are incurred.

Note 13. Subsequent Events

RMR VII Revolving Warehouse Credit Facility: In April 2023, the Company and its wholly-owned SPE, Regional Management Receivables VII, LLC (“RMR VII”), entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VII. The facility converts to an amortizing loan in October 2024 and terminates in October 2025. The debt will be secured by finance receivables and other related assets that the Company will purchase from its affiliates, which the Company will sell and transfer to RMR VII. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 0.10% per annum, (ii) a margin of 3.00%, and (iii) the applicable step-up margin (0.00% during the revolving period). RMR VII pays a monthly unused commitment fee ranging between 0.45% and 0.65%. The RMR VII revolving warehouse credit facility is described in greater detail in the Current Report on Form 8-K filed by the Company with the SEC on April 6, 2023.

RMR IV Revolving Warehouse Credit Facility amendment: In April 2023, the Company and its wholly-owned SPE, RMR IV, entered into an amendment that extends the date at which the facility converts to an amortizing loan from April 2023 to May 2023.

Quarterly cash dividend: In May 2023, the Company announced that the Board declared a quarterly cash dividend of $0.30 per share. The dividend will be paid on June 14, 2023 to shareholders of record at the close of business on May 24, 2023. The declaration, amount, and payment of any future cash dividends on shares of the Company’s common stock will be at the discretion of the Board.

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

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. These discussions contain forward-looking statements that reflect our current expectations and that include, but are not limited to, statements concerning our strategies, future operations, future financial position, future revenues, projected costs, expectations regarding demand and acceptance for our financial products, growth opportunities and trends in the market in which we operate, prospects, and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “predicts,” “will,” “would,” “should,” “could,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements involve risks and uncertainties that could cause actual results, events, and/or performance to differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements. Such risks and uncertainties include, without limitation, the risks set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (which was filed with the SEC on February 24, 2023) and this Quarterly Report on Form 10-Q. The forward-looking information we have provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update or revise such statements, except as required by the federal securities laws.

Overview

We are a diversified consumer finance company that provides installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other lenders. As of March 31, 2023, we operate under the name “Regional Finance” online and in 344 branch locations in 19 states across the United States, serving 508,200 active accounts. Most of our loan products are secured, and each is structured on a fixed-rate, fixed-term basis with fully amortizing equal monthly installment payments, repayable at any time without penalty. We source our loans through our omni-channel platform, which includes our branches, centrally-managed direct mail campaigns, digital partners, and our consumer website. We operate an integrated branch model in which nearly all loans, regardless of origination channel, are serviced through our branch network with the support of centralized sales, underwriting, service, collections, and administrative teams. This provides us with frequent contact with our customers, which we believe improves our credit performance and customer loyalty. Our goal is to consistently grow our finance receivables and to soundly manage our portfolio risk, while providing our customers with attractive and easy-to-understand loan products that serve their varied financial needs.

Our products include:

•

Small Loans (≤$2,500) – As of March 31, 2023, we had 273.8 thousand small installment loans outstanding, representing $456.3 million in net finance receivables. This included 138.4 thousand small loan convenience checks, representing $199.3 million in net finance receivables.

•

Large Loans (>$2,500) – As of March 31, 2023, we had 230.1 thousand large installment loans outstanding, representing $1.2 billion in net finance receivables. This included 46.7 thousand large loan convenience checks, representing $158.0 million in net finance receivables.

•

Retail Loans – As of March 31, 2023, we had 4.4 thousand retail purchase loans outstanding, representing $8.1 million in net finance receivables.

•

Optional Insurance Products – We offer optional payment and collateral protection insurance to our direct loan customers.

Small and large installment loans are our core products and will be the drivers of future growth. We ceased accepting applications for our retail loan product offering in November 2022, to focus on growing our core loan portfolio. We continue to own and service our existing portfolio of retail loans. Our primary sources of revenue are interest and fee income from our loan products, of which interest and fees relating to small and large installment loans are the largest component. In addition to interest and fee income from loans, we derive revenue from optional insurance products purchased by customers of our direct loan products.

Outlook

We continually assess the macroeconomic environment in which we operate in order to appropriately and timely adapt to current market conditions. Macroeconomic factors, including, but not limited to, inflationary pressures, rising interest rates, and impacts from current geopolitical events outside the U.S., may affect our business, liquidity, financial condition, and results of operations.

Current inflationary pressures and rising interest rates have created economic uncertainty and diminished consumer confidence. Recent geopolitical events outside of the U.S. have also contributed to volatility in U.S. markets. As inflation accelerated and geopolitical stability began to deteriorate in the fourth quarter of 2021, we began to proactively tighten our credit models. We have principally focused on tightening certain higher-risk, higher-rate customer segments that have been particularly adversely impacted by a more challenging economic environment.

Our allowance for credit losses was 11.0% of net finance receivables as of March 31, 2023. Our contractual delinquency as a percentage of net finance receivables was 7.2% as of March 31, 2023, up from 5.7% as of March 31, 2022. Going forward, we may experience changes to the macroeconomic assumptions within our forecast and changes to our credit loss performance outlook, both of which could lead to further changes in our allowance for credit losses, reserve rate, and provision for credit losses expense.

We proactively diversified our funding over the past few years and continue to maintain a strong liquidity profile. As of March 31, 2023, we had $182.0 million of available liquidity, comprised of unrestricted cash on hand and immediate availability to draw down cash from our revolving credit facilities. In addition, we had $580.7 million of unused capacity on our revolving credit facilities (subject to the borrowing base) as of March 31, 2023. We believe our liquidity position provides substantial runway to fund our growth initiatives and to support the fundamental operations of our business.

Online operations continue to be an important part of our customer acquisition strategy, including remote loan closings in recent years. On the digital front, we continue to build and expand upon our end-to-end online and mobile origination capabilities for new and existing customers, along with additional digital servicing functionality. Combined with remote loan closings, we believe that these omni-channel sales and servicing capabilities will continue to expand the market reach of our branches, increase our average branch receivables, and improve our revenues and operating efficiencies, while at the same time increasing customer satisfaction.

Factors Affecting Our Results of Operations

Our business is impacted by several factors affecting our revenues, costs, and results of operations, including the following:

Quarterly Information and Seasonality. Our loan volume and contractual delinquency follow seasonal trends. Demand for our loans is typically highest during the second, third, and fourth quarters, which we believe is largely due to customers borrowing money for vacation, back-to-school, and holiday spending. Loan demand has generally been the lowest during the first quarter, which we believe is largely due to the timing of income tax refunds. Delinquencies generally reach their lowest point in the first half of the year and rise in the second half of the year. Changes in quarterly growth or liquidation could result in larger allowance for credit loss releases in periods of portfolio liquidation, and larger provisions for credit losses in periods of portfolio growth. Consequently, we experience seasonal fluctuations in our operating results. However, changes in macroeconomic factors, including inflation, rising interest rates, and geopolitical conflict, have impacted our typical seasonal trends for loan volume and delinquency.

Growth in Loan Portfolio. The revenue that we derive from interest and fees is largely driven by the balance of loans that we originate. Average net finance receivables were $1.7 billion for the first three months of 2023 and $1.4 billion for the prior-year period. We source our loans through our branches, centrally managed direct mail program, digital partners, and our consumer website. The majority of our loans, regardless of origination channel, are serviced through our branches. Increasing the number of loans per branch and growing our state footprint allows us to increase the number of customers that we are able to serve. We grew our state footprint from 18 to 19 states during the three months ended March 31, 2023, expanding our operations to Arizona. We continue to assess our legacy branch network for clear opportunities to consolidate operations into larger branches within close geographic proximity. This branch optimization is consistent with our omni-channel strategy and builds upon our recent successes in entering new states with a lighter branch footprint, while still providing customers with best-in-class service. We plan to add additional branches in new and existing states where it is favorable for us to conduct business.

Product Mix. We are exposed to different credit risks and charge different interest rates and fees with respect to the various types of loans we offer. Our product mix also varies to some extent by state, and we may further diversify our product mix in the future. The interest rates and fees vary from state to state, depending on the competitive environment and relevant laws and regulations.

Asset Quality and Allowance for Credit Losses. Our results of operations are highly dependent upon the credit quality of our loan portfolio. The credit quality of our loan portfolio is the result of our ability to enforce sound underwriting standards, maintain diligent servicing of the portfolio, and respond to changing economic conditions as we grow our loan portfolio.

The primary underlying factors driving the provision for credit losses for each loan type are our underwriting standards, delinquency trends, the general economic conditions in the areas in which we conduct business, loan portfolio growth, and the effectiveness of our servicing and collection efforts. We monitor these factors, and the amount and past due status of all loans, to identify trends that might require us to modify the allowance for credit losses.

Interest Rates. Our costs of funds are affected by changes in interest rates, as the interest rates that we pay on certain of our credit facilities are variable. As a component of our strategy to manage the interest rate risk associated with future interest payments on our variable-rate debt, a majority of our funding was held at a fixed rate as of March 31, 2023, representing 89% of total debt.

Operating Costs. Our financial results are impacted by the costs of operations and head office functions. Those costs are included in general and administrative expenses within our consolidated statements of comprehensive income.

Components of Results of Operations

Interest and Fee Income. Our interest and fee income consists primarily of interest earned on outstanding loans. Accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If the account is charged off, the accrued interest income is reversed as a reduction of interest and fee income.

Most states allow certain fees in connection with lending activities, such as loan origination fees, acquisition fees, and maintenance fees. Some states allow for higher fees while keeping interest rates lower. Loan fees are additional charges to the customer and generally are included in the annual percentage rate shown in the Truth in Lending disclosure that we make to our customers. The fees may or may not be refundable to the customer in the event of an early payoff, depending on state law. Fees are recognized as income over the life of the loan on the constant yield method.

Insurance Income, Net. Our insurance operations are a material part of our overall business and are integral to our lending activities. Insurance income, net consists primarily of earned premiums, net of certain direct costs, from the sale of various optional payment and collateral protection insurance products offered to customers who obtain loans directly from us. Insurance income, net also includes the earned premiums and direct costs associated with the non-file insurance that we purchase to protect us from credit losses where, following an event of default, we are unable to take possession of personal property collateral because our security interest is not perfected. We do not sell insurance to non-borrowers. Direct costs included in insurance income, net are claims paid, claims reserves, ceding fees, and premium taxes paid. We do not allocate to insurance income, net, any other head office or branch administrative costs associated with management of insurance operations, management of our captive insurance company, marketing and selling insurance products, legal and compliance review, or internal audits.

As reinsurer, we maintain restricted reserves comprised of restricted cash and restricted available-for-sale investments for life insurance claims in an amount determined by the unaffiliated insurance company. As of March 31, 2023, the restricted reserves consisted of $21.9 million of unearned premium reserves, including $1.2 million of unpaid claims reserve. The unaffiliated insurance company maintains the reserves for non-life claims.

Other Income. Our other income consists primarily of late charges assessed on customers who fail to make a payment within a specified number of days following the due date of the payment. In addition, fees for extending the due date of a loan, returned check charges, commissions earned from the sale of an auto club product, interest income from restricted cash, and investment income from restricted available for sale securities are included in other income.

Provision for Credit Losses. Provisions for credit losses are charged to income in amounts that we estimate as sufficient to maintain an allowance for credit losses at an adequate level to provide for lifetime expected credit losses on the related finance receivable portfolio. Credit loss experience, current conditions, reasonable and supportable economic forecasts, delinquency of finance receivables, loan portfolio growth, the value of underlying collateral, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. Our provision for credit losses fluctuates so that we maintain an adequate credit loss allowance that reflects lifetime expected credit losses for each finance receivable type. Changes in our delinquency and net credit loss ratio (net credit losses divided by average net finance receivables) may result in changes to our provision for credit losses. Substantial adjustments to the allowance may be necessary if there are significant changes in forecasted economic conditions or loan portfolio performance.

General and Administrative Expenses. Our financial results are impacted by the costs of operations and head office functions. Those costs are included in general and administrative expenses within our consolidated statements of comprehensive income. Our general and administrative expenses are comprised of four categories: personnel, occupancy, marketing, and other. We measure our general and administrative expenses as a percentage of average net finance receivables, which we refer to as our operating expense ratio.

Our personnel expenses are the largest component of our general and administrative expenses and consist primarily of the salaries and wages, overtime, contract labor, relocation costs, incentives, benefits, and related payroll taxes associated with all of our operations and head office employees.

Our occupancy expenses consist primarily of the cost of renting our facilities, all of which are leased, and the utility, depreciation of leasehold improvements and furniture and fixtures, communication services, data processing, and other non-personnel costs associated with operating our business.

Our marketing expenses consist primarily of costs associated with our direct mail campaigns (including postage and costs associated with selecting recipients), digital marketing, maintaining our consumer website, and some local marketing by branches. These costs are expensed as incurred.

Other expenses consist primarily of legal, compliance, audit, and consulting costs, as well as software maintenance and support, non-employee director compensation, electronic payment processing costs, bank service charges, office supplies, credit bureau charges, and the amortization of software, software licenses, and implementation costs. We frequently experience fluctuations in other expenses as we grow our loan portfolio and expand our market footprint. For a discussion regarding how risks and uncertainties associated with the current regulatory environment may impact our future expenses, net income, and overall financial condition, see Part II, Item 1A, “Risk Factors.”

Interest Expense. Our interest expense consists primarily of paid and accrued interest for debt, unused line fees, and amortization of debt issuance costs on debt. Interest expense also includes changes in the fair value of interest rate caps.

Income Taxes. Income taxes consist of state and federal income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 change in deferred tax assets and liabilities is recognized in the period in which the change occurs, and the effects of future tax rate changes are recognized in the period in which the enactment of new rates occurs.

Results of Operations

The following table summarizes our results of operations, both in dollars and as a percentage of average net finance receivables (annualized):


	1Q 23					1Q 22
Dollars in thousands	Amount		% of Average Net Finance Receivables			Amount			% of Average Net Finance Receivables
Revenue
Interest and fee income	$	120,407		28.5	%	$	107,631			30.0	%
Insurance income, net		10,959		2.6	%		10,544			2.9	%
Other income		4,012		0.9	%		2,673			0.8	%
Total revenue		135,378		32.0	%		120,848			33.7	%
Expenses
Provision for credit losses		47,668		11.3	%		30,858			8.6	%

Personnel		38,597		9.1	%		35,654			9.9	%
Occupancy		6,288		1.5	%		5,808			1.6	%
Marketing		3,379		0.8	%		3,091			0.9	%
Other		11,059		2.6	%		10,547			3.0	%
Total general and administrative		59,323		14.0	%		55,100			15.4	%

Interest expense		16,782		4.0	%		(59	)		0.0	%
Income before income taxes		11,605		2.7	%		34,949			9.7	%
Income taxes		2,916		0.6	%		8,166			2.2	%
Net income	$	8,689		2.1	%	$	26,783			7.5	%

Information explaining the changes in our results of operations from year-to-year is provided in the following pages.

The following tables summarize the quarterly trends of our financial results:


	Income Statement Quarterly Trend
In thousands, except per share amounts	1Q 22			2Q 22		3Q 22		4Q 22			1Q 23		QoQ $ B(W)			YoY $ B(W)
Revenue
Interest and fee income	$	107,631		$	109,771	$	116,020	$	117,432		$	120,407	$	2,975		$	12,776
Insurance income, net		10,544			10,220		11,987		10,751			10,959		208			415
Other income		2,673			2,880		3,445		3,833			4,012		179			1,339
Total revenue		120,848			122,871		131,452		132,016			135,378		3,362			14,530
Expenses
Provision for credit losses		30,858			45,400		48,071		60,786			47,668		13,118			(16,810	)

Personnel		35,654			33,941		36,979		34,669			38,597		(3,928	)		(2,943	)
Occupancy		5,808			6,156		5,848		5,997			6,288		(291	)		(480	)
Marketing		3,091			4,108		3,940		4,239			3,379		860			(288	)
Other		10,547			9,916		11,397		10,238			11,059		(821	)		(512	)
Total general and administrative		55,100			54,121		58,164		55,143			59,323		(4,180	)		(4,223	)

Interest expense		(59	)		7,564		11,863		14,855			16,782		(1,927	)		(16,841	)
Income before income taxes		34,949			15,786		13,354		1,232			11,605		10,373			(23,344	)
Income taxes		8,166			3,804		3,286		(1,159	)		2,916		(4,075	)		5,250
Net income	$	26,783		$	11,982	$	10,068	$	2,391		$	8,689	$	6,298		$	(18,094	)
Net income per common share:
Basic	$	2.81		$	1.29	$	1.09	$	0.26		$	0.93	$	0.67		$	(1.88	)
Diluted	$	2.67		$	1.24	$	1.06	$	0.25		$	0.90	$	0.65		$	(1.77	)
Weighted-average shares outstanding:
Basic		9,533			9,261		9,195		9,199			9,325		(126	)		208
Diluted		10,022			9,669		9,526		9,411			9,622		(211	)		400


	Balance Sheet Quarterly Trend
Dollars in thousands	1Q 22		2Q 22		3Q 22		4Q 22		1Q 23		QoQ $ Inc (Dec)			YoY $ Inc (Dec)
Total assets	$	1,497,671	$	1,547,944	$	1,606,550	$	1,724,987	$	1,701,114	$	(23,873	)	$	203,443
Net finance receivables	$	1,446,071	$	1,525,659	$	1,607,598	$	1,699,393	$	1,676,230	$	(23,163	)	$	230,159
Allowance for credit losses	$	158,800	$	167,500	$	179,800	$	178,800	$	183,800	$	5,000		$	25,000
Debt	$	1,134,377	$	1,194,570	$	1,241,039	$	1,355,359	$	1,329,677	$	(25,682	)	$	195,300


	Other Key Metrics Quarterly Trend
	1Q 22			2Q 22			3Q 22			4Q 22			1Q 23			QoQ Inc (Dec)			YoY Inc (Dec)
Interest and fee yield (annualized)		30.0	%		29.8	%		29.6	%		28.5	%		28.5	%		—			(1.5	)%
Efficiency ratio (1)		45.6	%		44.0	%		44.2	%		41.8	%		43.8	%		2.0	%		(1.8	)%
Operating expense ratio (2)		15.4	%		14.7	%		14.9	%		13.4	%		14.0	%		0.6	%		(1.4	)%
30+ contractual delinquency		5.7	%		6.2	%		7.2	%		7.1	%		7.2	%		0.1	%		1.5	%
Net credit loss ratio (3)		8.7	%		10.0	%		9.1	%		15.0	%		10.1	%		(4.9	)%		1.4	%
Book value per share	$	30.47		$	31.15		$	32.18		$	32.41		$	33.06		$	0.65		$	2.59

(1) Annualized general and administrative expenses as a percentage of total revenue

(2) Annualized general and administrative expenses as a percentage of average net finance receivables

(3) Annualized net credit losses as a percentage of average net finance receivables

Comparison of March 31, 2023, Versus March 31, 2022

The following discussion and table describe the changes in finance receivables by product type:

•

Small Loans (≤$2,500) – Small loans outstanding increased by $18.2 million, or 4.1%, to $456.3 million at March 31, 2023, from $438.2 million at March 31, 2022. The increase was due to growth initiatives and increased marketing, partially offset by credit tightening for disciplined growth.

•

Large Loans (>$2,500) – Large loans outstanding increased by $214.6 million, or 21.5%, to $1.2 billion at March 31, 2023, from $997.2 million at March 31, 2022. The increase was due to growth initiatives, increased marketing, and the transition of small loan customers to large loans, partially offset by credit tightening for disciplined growth.

•

Retail Loans – Retail loans outstanding decreased $2.6 million, or 24.4%, to $8.1 million at March 31, 2023, from $10.7 million at March 31, 2022. We ceased accepting applications for our retail loan product offering as of November 2022 to focus on growing our core loan portfolio.


	Net Finance Receivables by Product
Dollars in thousands	1Q 23		1Q 22		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	456,313	$	438,153	$	18,160			4.1	%
Large loans		1,211,836		997,226		214,610			21.5	%
Retail loans		8,081		10,692		(2,611	)		(24.4	)%
Total net finance receivables	$	1,676,230	$	1,446,071	$	230,159			15.9	%
Number of branches at period end		344		354		(10	)		(2.8	)%
Net finance receivables per branch	$	4,873	$	4,085	$	788			19.3	%

Comparison of the Three Months Ended March 31, 2023, Versus the Three Months Ended March 31, 2022

Net Income. Net income decreased $18.1 million, or 67.6%, to $8.7 million during the three months ended March 31, 2023, from $26.8 million during the prior-year period. The decrease was due to an increase in interest expense of $16.8 million, an increase provision for credit losses of $16.8 million, and an increase in general and administrative expenses of $4.2 million, partially offset by an increase in revenue of $14.5 million and a decrease in income taxes of $5.3 million.

Revenue. Total revenue increased $14.5 million, or 12.0%, to $135.4 million during the three months ended March 31, 2023, from $120.8 million during the prior-year period. The components of revenue are explained in greater detail below.

Interest and Fee Income. Interest and fee income increased $12.8 million, or 11.9%, to $120.4 million during the three months ended March 31, 2023, from $107.6 million during the prior-year period. The increase was primarily due to an 18.0% increase in average net finance receivables, partially offset by a 1.5% decrease in annualized average yield. The decrease in yield was due to continued mix shift towards larger, higher-quality loans and the credit impact from macro conditions on revenue reversals and non-accrual loans, partially offset by price increases. The three months ended March 31, 2023 included a reduction in revenue reversals of an estimated $1.9 million attributable to the loan sale that occurred during the fourth quarter of 2022.

The following table sets forth the average net finance receivables balance and average yield for our loan products:


	Average Net Finance Receivables for the Three Months Ended							Average Yields for the Three Months Ended (1)
Dollars in thousands	1Q 23		1Q 22		YoY % Inc (Dec)			1Q 23			1Q 22			YoY % Inc (Dec)
Small loans	$	467,851	$	440,936		6.1	%		35.0	%		36.0	%		(1.0	)%
Large loans		1,215,547		982,881		23.7	%		26.0	%		27.5	%		(1.5	)%
Retail loans		8,954		10,620		(15.7	)%		18.6	%		18.4	%		0.2	%
Total interest and fee yield	$	1,692,352	$	1,434,437		18.0	%		28.5	%		30.0	%		(1.5	)%

(1)

Annualized interest and fee income as a percentage of average net finance receivables.

Total originations decreased to $303.2 million during the three months ended March 31, 2023, from $326.0 million during the prior-year period. Quarterly origination volume was lower than the prior-year period due to credit tightening actions and

the re-allocation of labor to collections, both of which impacted origination levels in the quarter. The following table represents the principal balance of loans originated and refinanced:


	Loans Originated for the Three Months Ended
Dollars in thousands	1Q 23		1Q 22		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	109,484	$	137,131	$	(27,647	)		(20.2	)%
Large loans		193,571		186,279		7,292			3.9	%
Retail loans		146		2,590		(2,444	)		(94.4	)%
Total loans originated	$	303,201	$	326,000	$	(22,799	)		(7.0	)%

The following table summarizes the components of the increase in interest and fee income:


	Components of Increase in Interest and Fee Income 1Q 23 Compared to 1Q 22 Increase (Decrease)
Dollars in thousands	Volume			Rate			Volume & Rate			Net
Small loans	$	2,421		$	(1,034	)	$	(63	)	$	1,324
Large loans		15,975			(3,600	)		(852	)		11,523
Retail loans		(77	)		7			(1	)		(71	)
Product mix		1,033			(947	)		(86	)		—
Total increase in interest and fee income	$	19,352		$	(5,574	)	$	(1,002	)	$	12,776

Insurance Income, Net. Insurance income, net increased $0.4 million, or 3.9%, to $11.0 million during the three months ended March 31, 2023, from $10.5 million during the prior-year period. The three months ended March 31, 2023 were inclusive of a reduction of revenue reversals of an estimated $0.3 million attributable to the loan sale that occurred in the fourth quarter of 2022. During both the three months ended March 31, 2023 and the prior-year period, personal property insurance premiums represented the largest component of aggregate earned insurance premiums. Life insurance claims expense represented the largest component of direct insurance expenses for both the three months ended March 31, 2023 and the prior-year period.

The following table summarizes the components of insurance income, net:


	Insurance Premiums and Direct Expenses for the Three Months Ended
Dollars in thousands	1Q 23			1Q 22			YoY $ B(W)			YoY % B(W)
Earned premiums	$	15,416		$	14,873		$	543			3.7	%
Claims, reserves, and certain direct expenses		(4,457	)		(4,329	)		(128	)		(3.0	)%
Insurance income, net	$	10,959		$	10,544		$	415			3.9	%

Earned premiums increased by $0.5 million and claims, reserves, and certain direct expenses increased by $0.1 million, compared to the prior-year period, primarily due to portfolio growth.

Other Income. Other income increased $1.3 million, or 50.1%, to $4.0 million during the three months ended March 31, 2023, from $2.7 million during the prior-year period, primarily due to an increase in interest income from cash reserves of $1.1 million.

Provision for Credit Losses. Our provision for credit losses increased $16.8 million, or 54.5%, to $47.7 million during the three months ended March 31, 2023, from $30.9 million during the prior-year period. The increase was due to an increase of $11.3 million in net credit losses and an increase of $5.5 million in the allowance for credit losses, compared to the prior-year period. The increase in the provision for credit losses is explained in greater detail below.

Allowance for Credit Losses. We evaluate delinquency and losses in each of our loan products in establishing the allowance for credit losses. During the three months ended March 31, 2023, and the prior-year period, the allowance for credit losses included a build of $5.0 million and a release of $0.5 million, respectively. The allowance for credit losses as a percentage of finance receivables as of March 31, 2023, was consistent with the prior-year period at 11.0%.

Net Credit Losses. Net credit losses increased $11.3 million, or 36.1%, to $42.7 million during the three months ended March 31, 2023, from $31.4 million during the prior-year period. The increase was primarily due to higher average net finance receivables, the macroeconomic environment, and the impact of inflation on our customers. Annualized net credit losses as a percentage of average net finance receivables were 10.1% during the three months ended March 31, 2023, compared to 8.7%

during the prior-year period. Our net credit loss ratio during the three months ended March 31, 2023 was inclusive of an estimated 280 basis point benefit from accelerated charge-offs in the fourth quarter of 2022 attributable to the loan sale.

Delinquency Performance. Our contractual delinquency as a percentage of net finance receivables increased to 7.2% as of March 31, 2023, from 5.7% in the prior-year period, due to the macroeconomic environment.

The following tables include delinquency balances by aging category and by product:


	Contractual Delinquency by Aging
Dollars in thousands	1Q 23				1Q 22
Current	$	1,438,354	85.8	%	$	1,268,367	87.7	%
1 to 29 days past due		116,723	7.0	%		95,689	6.6	%
Delinquent accounts:
30 to 59 days		27,428	1.6	%		19,818	1.4	%
60 to 89 days		25,178	1.5	%		16,390	1.1	%
90 to 119 days		23,148	1.4	%		15,636	1.1	%
120 to 149 days		22,263	1.3	%		15,322	1.1	%
150 to 179 days		23,136	1.4	%		14,849	1.0	%
Total contractual delinquency	$	121,153	7.2	%	$	82,015	5.7	%
Total net finance receivables	$	1,676,230	100.0	%	$	1,446,071	100.0	%


	Contractual Delinquency by Product
Dollars in thousands	1Q 23				1Q 22
Small loans	$	45,600	10.0	%	$	34,861	8.0	%
Large loans		74,606	6.2	%		46,375	4.7	%
Retail loans		947	11.7	%		779	7.3	%
Total contractual delinquency	$	121,153	7.2	%	$	82,015	5.7	%

General and Administrative Expenses. Our general and administrative expenses increased $4.2 million, or 7.7%, to $59.3 million during the three months ended March 31, 2023, from $55.1 million during the prior-year period. The absolute dollar increase in general and administrative expenses is explained in greater detail below.

Personnel. The largest component of general and administrative expenses was personnel expense, which increased $2.9 million, or 8.3%, to $38.6 million during the three months ended March 31, 2023, from $35.7 million during the prior-year period. We had several offsetting increases and decreases in personnel expenses during the three months ended March 31, 2023. Labor expenses increased $4.7 million compared to the prior-year period. This increase was partially offset by lower incentive expenses of $0.6 million, lower recruiting fees of $0.6 million, and higher capitalized loan origination costs, which reduce personnel expenses, of $0.3 million, compared to the prior-year period.

Occupancy. Occupancy expenses increased $0.5 million, or 8.3%, to $6.3 million during the three months ended March 31, 2023, from $5.8 million during the prior-year period. The increase was primarily due to increased rent of $0.4 million.

Marketing. Marketing expenses increased $0.3 million, or 9.3%, to $3.4 million during the three months ended March 31, 2023, from $3.1 million during the prior-year period. The increase was primarily due to higher digital marketing costs of $0.2 million.

Other Expenses. Other expenses increased $0.5 million, or 4.9%, to $11.1 million during the three months ended March 31, 2023, from $10.5 million during the prior-year period. The increase was primarily due to an increase in our investment in digital and technological capabilities of $0.8 million, partially offset by lower external fraud of $0.4 million, compared to the prior-year period. Additionally, we often experience increases in other expenses including legal and settlement expenses, collections expense, bank fees, and certain professional expenses as we grow our loan portfolio and expand our market footprint.

Operating Expense Ratio. Our annualized operating expense ratio decreased by 1.4% to 14.0% during the three months ended March 31, 2023 from 15.4% during the prior-year period. Our operating expense ratio has declined as we have grown our loan portfolio and controlled expense growth.

Interest Expense. Interest expense was $16.8 million during the three months ended March 31, 2023, compared to a $0.1 million benefit during the prior-year period. The increase was primarily due to an increase in our average cost of debt as well as an increase in the average balance of our debt facilities. The annualized average cost of debt was 5.06% during the three months ended

March 31, 2023. The year-over-year increase was due to an increase in variable rate funding costs, inclusive of a prior year increase in the fair value of our interest rate caps of $10.2 million. The average balance of our debt facilities increased to $1.3 billion during the three months ended March 31, 2023, from $1.1 billion during the prior-year period.

Income Taxes. Income taxes decreased $5.3 million, or 64.3%, to $2.9 million during the three months ended March 31, 2023, from $8.2 million during the prior-year period. The decrease was primarily due to a $23.3 million decrease in income before income taxes compared to the prior-year period. Our effective tax rates were 25.1% and 23.4% for the three months ended March 31, 2023 and the prior-year period, respectively. The prior-year period rate was impacted by tax benefits from the exercise and vesting of share-based awards.

Liquidity and Capital Resources

Our primary cash needs relate to the funding of our lending activities and, to a lesser extent, expenditures relating to improving our technology infrastructure and expanding and maintaining our branch locations. We have historically financed, and plan to continue to finance, our short-term and long-term operating liquidity and capital needs through a combination of cash flows from operations and borrowings under our debt facilities, including our senior revolving credit facility, revolving warehouse credit facilities, and asset-backed securitization transactions, all of which are described below. We continue to seek ways to diversify our funding sources. As of March 31, 2023, we had a funded debt-to-equity ratio (debt divided by total stockholders’ equity) of 4.2 to 1.0 and a stockholders’ equity ratio (total stockholders’ equity as a percentage of total assets) of 18.6%.

Cash and cash equivalents increased to $7.1 million as of March 31, 2023, from $3.9 million as of the prior year-end. As of March 31, 2023 and the prior year-end, we had $174.9 million and $97.6 million, respectively, of immediate availability to draw down cash from our revolving credit facilities. Our unused capacity on our revolving credit facilities (subject to the borrowing base) was $580.7 million and $555.1 million as of March 31, 2023, and the prior year-end, respectively. Our total debt was $1.3 billion and $1.4 billion as of March 31, 2023, and the prior year-end, respectively.

Based upon anticipated cash flows, we believe that cash flows from operations and our various financing alternatives will provide sufficient financing for debt maturities and operations over the next twelve months, as well as into the future.

From time to time, we have extended the maturity date of and increased the borrowing limits under our senior revolving credit facility. While we have successfully obtained such extensions and increases in the past, there can be no assurance that we will be able to do so if and when needed in the future. In addition, the revolving period maturities of our securitizations and warehouse credit facilities (each as described below within “Financing Arrangements”) range from April 2023 to September 2026. There can be no assurance that we will be able to secure an extension of the warehouse credit facilities or close additional securitization transactions if and when needed in the future.

Dividends.

The Board may in its discretion declare and pay cash dividends on our common stock. The following table sets forth the dividends declared and paid for the three months ended March 31, 2023:


Period	Declaration Date	Record Date	Payment Date	Dividends Declared Per Common Share
1Q 23	February 8, 2023	February 22, 2023	March 15, 2023	$	0.30
Total				$	0.30

The Board declared and paid $2.9 million of cash dividends on our common stock during the three months ended March 31, 2023. See Note 13, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements,” for information regarding our cash dividend following the end of the quarter.

While we intend to pay our quarterly dividend for the foreseeable future, all subsequent dividends will be reviewed and declared at the discretion of the Board and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that the Board deems relevant. Our dividend payments may change from time to time, and the Board may choose not to continue to declare dividends in the future.

Cash Flow.

Operating Activities. Net cash provided by operating activities during the three months ended March 31, 2023 was $52.6 million, compared to $45.8 million provided by operating activities during the prior-year period, a net increase of $6.9 million. The increase was primarily due to the growth in our loan portfolio.

Investing Activities. Investing activities consist of originations and repayments of finance receivables, purchases of intangible assets, and purchases of property and equipment for new and existing branches. Net cash used in investing activities during the three months ended March 31, 2023 was $20.2 million, compared to $49.4 million used in investing activities during the prior-year period, a net decrease in cash used of $29.2 million. The decrease was primarily due to increased repayments and decreased originations of finance receivables.

Financing Activities. Financing activities consist of borrowings and payments on our outstanding indebtedness. Net cash used in financing activities during the three months ended March 31, 2023 was $30.0 million, compared to $10.9 million provided by financing activities during the prior-year period, a net increase in cash used of $40.9 million. The net increase in cash used was a result of a decrease in the net advances on debt instruments of $52.0 million and an increase in cash dividends of $0.1 million, partially offset by a decrease in the repurchase of common stock of $9.0 million, a decrease in payments of debt issuance costs of $1.5 million, and a decrease in taxes paid related to net share settlement of equity awards of $0.7 million.

Financing Arrangements.

Senior Revolving Credit Facility. In November 2022, we amended and restated our senior revolving credit facility to, among other things, decrease the availability under the facility from $500 million to $420 million. Our debt under the senior revolving credit facility was $105.3 million as of March 31, 2023, and the facility matures in September 2024. Excluding the receivables held by our VIEs, the senior revolving credit facility is secured by substantially all of our finance receivables and equity interests of the majority of our subsidiaries. Advances on the senior revolving credit facility are capped at 83% of eligible secured finance receivables.

In September 2022, we amended and restated our senior revolving credit facility to replace LIBOR as the benchmark rate for the calculation of interest with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a floor of not less than 0.50%. Borrowings under the facility bear interest, payable monthly, at rates equal to one-month SOFR, with a SOFR floor of not less than 0.50%, plus a 3.00% margin and a benchmark adjustment. The effective interest rate was 7.90% at March 31, 2023. We pay an unused line fee between 0.50% and 1.00% based on the outstanding balance. As of March 31, 2023, we had $131.9 million of immediate availability to draw down cash under the facility and held $7.1 million in unrestricted cash.

In advance of its September 2024 maturity date, we intend to extend the maturity date of the amended and restated senior revolving credit facility or take other appropriate action to address repayment upon maturity. See Part II, Item 1A, “Risk Factors,” and the filings referenced therein for a discussion of risks related to our amended and restated senior revolving credit facility, including refinancing risk.

Variable Interest Entity Debt. As part of our overall funding strategy, we have transferred certain finance receivables to affiliated VIEs for asset-backed financing transactions, including securitizations. The debt arrangements described below are issued by our wholly-owned, bankruptcy-remote SPEs, which are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary.

These debts are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these finance receivables are remitted to restricted cash collection accounts, which totaled $112.6 million and $112.2 million as of March 31, 2023 and December 31, 2022, respectively. Cash inflows from the finance receivables are distributed to the lenders/investors, the service providers, and/or the residual interest that we own in accordance with a monthly contractual priority of payments. The SPEs pay a servicing fee to us, which is eliminated in consolidation.

At each sale of receivables from our affiliates to the SPEs, we make certain representations and warranties about the quality and nature of the collateralized receivables. The debt arrangements require us to repurchase the receivables in certain circumstances, including circumstances in which the representations and warranties made by us concerning the quality and characteristics of the receivables are inaccurate. Assets transferred to SPEs are legally isolated from us and our affiliates, and the claims of our and our affiliates’ creditors. Further, the assets of each SPE are owned by such SPE and are not available to satisfy the debts or other obligations of us or any of our affiliates. See Part II, Item 1A, “Risk Factors,” and the filings referenced therein for a discussion of risks related to our variable interest entity debt.

RMR II Revolving Warehouse Credit Facility. In April 2021, we and our wholly-owned SPE, RMR II, amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR II to, among other things, extend the date at which the facility converts to an amortizing loan and the termination date to March 2023 and March 2024, respectively, decrease the total facility from $125 million to $75 million, increase the cap on facility advances from 80% to 83% of eligible finance receivables, and increase the rate at which borrowings under the facility bore interest, payable monthly, at a rate equal to three-month LIBOR, with a LIBOR floor of 0.25%, plus a blended margin of 2.35% (2.15% prior to the April 2021 amendment).

In September 2022, we and RMR II amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR II to replace LIBOR as the benchmark rate for calculation of interest rate with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The three-month LIBOR was replaced on October 1, 2022 by three-month SOFR with a floor of 0.25%, plus a 2.35% margin, and a benchmark adjustment.

In March 2023, we and RMR II exercised the right to make an optional principal repayment in full, and in connection with such repayment, the facility terminated.

RMR IV Revolving Warehouse Credit Facility. In April 2021, we and our wholly-owned SPE, RMR IV, entered into a credit agreement that provides for a $125 million revolving warehouse credit facility to RMR IV. The facility was to convert to an amortizing loan in April 2023 and terminates in April 2024. The debt is secured by finance receivables and other related assets that we purchased from our affiliates, which we then sold and transferred to RMR IV. Advances on the facility are capped at 81% of eligible finance receivables.

In September 2022, we and RMR IV amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR IV to replace LIBOR as the benchmark rate for calculation of interest rate with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a margin of 2.35% and a benchmark adjustment. The effective interest rate was 7.12% at March 31, 2023. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. As of March 31, 2023, our debt under the credit facility was $0.1 million.

RMR V Revolving Warehouse Credit Facility. In April 2021, we and our wholly-owned SPE, RMR V, entered into a credit agreement that provides for a $100 million revolving warehouse credit facility to RMR V. In September 2022, we and RMR V amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR V to, among other things, extend the dates at which the facility converts to an amortizing loan and the termination date to November 2022 and November 2023, respectively (October 2022 and October 2023 prior to the September 2022 amendment). Following a subsequent amendment in November 2022, the amortizing loan conversion date and termination date were extended to November 2024 and November 2025, respectively. The debt is secured by finance receivables and other related assets that we purchased from our affiliates, which we then sold and transferred to RMR V. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a per annum rate, which in the case of a conduit lender is the commercial paper rate, plus a margin of 2.75% (2.20% prior to the November 2022 amendment). The effective interest rate was 7.87% as of March 31, 2023. RMR V pays an unused commitment fee between 0.45% and 0.75% based upon the average daily utilization of the facility. As of March 31, 2023, our debt under the credit facility was $20.1 million.

RMR VI Revolving Warehouse Credit Facility. In February 2023, we and our wholly-owned SPE, RMR VI, entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VI. The facility converts to an amortizing loan in February 2025 and terminates in February 2026. The debt is secured by finance receivables and other related assets that we purchased from our affiliates, which we then sold and transferred to RMR VI. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) a 0.10% per annum, (ii) a margin of 2.50%, and (iii) the applicable step-up margin (0% during the revolving period). The effective interest rate was 7.27% as of March 31, 2023. RMR VI pays an unused commitment fee of 0.50%. As of March 31, 2023, our debt under the credit facility was $15.0 million.

RMIT 2020-1 Securitization. In September 2020, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2020-1, completed a private offering and sale of $180 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2020-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2020-1. The notes have a revolving period ending in September 2023, with a final maturity date in October 2030. Borrowings under the RMIT 2020-1 securitization bear interest, payable monthly, at an effective interest rate of 2.85% as of March 31, 2023. Prior to maturity in October 2030, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in October 2023. No payments of principal of the notes will be made during the revolving period. As of March 31, 2023, our debt under the securitization was $180.2 million.

RMIT 2021-1 Securitization. In February 2021, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2021-1, completed a private offering and sale of $249 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2021-1. The notes have a revolving period ending in February 2024, with a final maturity date in March 2031. Borrowings under the RMIT 2021-1 securitization bear interest, payable monthly, at an effective interest rate of 2.08% as of March 31, 2023. Prior to maturity in March

2031, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in March 2024. No payments of principal of the notes will be made during the revolving period. As of March 31, 2023, our debt under the securitization was $248.9 million.

RMIT 2021-2 Securitization. In July 2021, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2021-2, completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-2. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2021-2. The notes have a revolving period ending in July 2026, with a final maturity date in August 2033. Borrowings under the RMIT 2021-2 securitization bear interest, payable monthly, at an effective interest rate of 2.30% as of March 31, 2023. Prior to maturity in August 2033, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in August 2026. No payments of principal of the notes will be made during the revolving period. As of March 31, 2023, our debt under the securitization was $200.2 million.

RMIT 2021-3 Securitization. In October 2021, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2021-3, completed a private offering and sale of $125 million of asset-backed notes. The transaction consisted of the issuance of fixed-rate asset-backed notes by RMIT 2021-3. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2021-3. The notes have a revolving period ending in September 2026, with a final maturity date in October 2033. Borrowings under the RMIT 2021-3 securitization bear interest, payable monthly, at an effective interest rate of 3.88% as of March 31, 2023. Prior to maturity in October 2033, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in October 2024. No payments of principal of the notes will be made during the revolving period. As of March 31, 2023, our debt under the securitization was $125.2 million.

RMIT 2022-1 Securitization. In February 2022, we, our wholly-owned SPE, RMR III, and our indirectly wholly-owned SPE, RMIT 2022-1, completed a private offering and sale of $250 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2022-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2022-1. The notes have a revolving period ending in February 2025, with a final maturity date in March 2032. Borrowings under the RMIT 2022-1 securitization bear interest, payable monthly, at an effective interest rate of 3.59% as of March 31, 2023. Prior to maturity in March 2032, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in March 2025. No payments of principal of the notes will be made during the revolving period. As of March 31, 2023, our debt under the securitization was $250.4 million.

RMIT 2022-2B Securitization. In October 2022, we, our wholly-owned SPE, RMR III, and our indirectly wholly-owned SPE, RMIT 2022-2B, completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of three classes of fixed-rate, asset-backed notes by RMIT 2022-2B. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2022-2B. The notes have a revolving period ending in October 2024, with a final maturity date in November 2031. RMR III sold two classes of the asset-backed notes and transferred them to RMIT 2022-2B. The $16.3 million class of fixed-rate, asset-backed notes was retained by RMR III on the closing date but may be sold in whole or in part. Borrowings under the sold notes bear interest, payable monthly, at an effective interest rate of 7.51% as of March 31, 2023. Prior to maturity in November 2031, we may redeem the sold notes in full, but not in part, at our option on any business day on or after the payment date occurring in November 2024. No payments of principal of the notes will be made during the revolving period. As of March 31, 2023, our debt under the securitization was $184.3 million.

See Note 13, “Subsequent Events” of the Notes to the Consolidated Financial Statements in Part 1, Item 1, “Financial Statements,” for information regarding the addition of a revolving credit facility and an amendment of the RMR IV Revolving Warehouse Credit Facility following the end of the fiscal quarter.

Our debt arrangements are subject to certain covenants, including monthly and annual reporting, maintenance of specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, and certain other restrictions. As of March 31, 2023, we were in compliance with all debt covenants.

Restricted Cash Reserve Accounts.

RMR IV Revolving Warehouse Credit Facility. The credit agreement governing the RMR IV revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of March 31, 2023, the warehouse facility cash reserve requirement totaled $0.3 million. The warehouse facility is supported by the

expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $2.2 million as of March 31, 2023.

RMR V Revolving Warehouse Credit Facility. The credit agreement governing the RMR V revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of March 31, 2023, the warehouse facility cash reserve requirement totaled $0.5 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $3.2 million as of March 31, 2023.

RMR VI Revolving Warehouse Credit Facility. The credit agreement governing the RMR VI revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of March 31, 2023, the warehouse facility cash reserve requirement totaled $0.2 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $0.3 million as of March 31, 2023.

RMIT 2020-1 Securitization. As required under the transaction documents governing the RMIT 2020-1 securitization, we deposited $1.9 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $13.9 million as of March 31, 2023.

RMIT 2021-1 Securitization. As required under the transaction documents governing the RMIT 2021-1 securitization, we deposited $2.6 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $20.5 million as of March 31, 2023.

RMIT 2021-2 Securitization. As required under the transaction documents governing the RMIT 2021-2 securitization, we deposited $2.1 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $16.1 million as of March 31, 2023.

RMIT 2021-3 Securitization. As required under the transaction documents governing the RMIT 2021-3 securitization, we deposited $1.5 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $17.5 million as of March 31, 2023.

RMIT 2022-1 Securitization. As required under the transaction documents governing the RMIT 2022-1 securitization, we deposited $2.6 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $21.5 million as of March 31, 2023.

RMIT 2022-2B Securitization. As required under the transaction documents governing the RMIT 2022-2B securitization, we deposited $2.3 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $17.5 million as of March 31, 2023.

RMC Reinsurance. Our wholly-owned subsidiary, RMC Reinsurance, Ltd., is required to maintain reserves against life insurance policies ceded to it, as determined by the ceding company. As of March 31, 2023, cash reserves for reinsurance were $0.6 million.

Critical Accounting Policies and Estimates.

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP and conform to general practices within the consumer finance industry. The preparation of these financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities for the periods indicated in the financial statements. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Allowance for Credit Losses.

The allowance for credit losses is based on historical credit experience, current conditions, and reasonable and supportable economic forecasts. The historical loss experience is adjusted for quantitative and qualitative factors that are not fully reflected in the historical data. In determining our estimate of expected credit losses, we evaluate information related to credit metrics, changes in our lending strategies and underwriting practices, and the current and forecasted direction of the economic and business environment. These metrics include, but are not limited to, loan portfolio mix and growth, unemployment, credit loss trends, delinquency trends, changes in underwriting, and operational risks.

We selected a Probability of Default (“PD”) / Loss Given Default (“LGD”) model to estimate our base allowance for credit losses, in which the estimated loss is equal to the product of PD and LGD. Historical net finance receivables are tracked over the term of the pools to identify the instances of loss (PDs) and the average severity of losses (LGDs).

To enhance the precision of the allowance for credit loss estimate, we evaluate our finance receivable portfolio on a pool basis and segment each pool of finance receivables with similar credit risk characteristics. As part of our evaluation, we consider loan portfolio characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency status, geographical location, and vintage. Based on analysis of historical loss experience, we selected the following segmentation: product type, Fair Isaac Corporation score, and delinquency status.

As finance receivables are originated, provisions for credit losses are recorded in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for estimated losses over the contractual life of the finance receivables (considering the effect of prepayments). Subsequent changes to the contractual terms that are a result of re-underwriting are not included in the finance receivable’s contractual life (considering the effect of prepayments). We use our segmentation loss experience to forecast expected credit losses. Historical information about losses generally provides a basis for the estimate of expected credit losses. We also consider the need to adjust historical information to reflect the extent to which current conditions differ from the conditions that existed for the period over which historical information was evaluated. These adjustments to historical loss information may be qualitative or quantitative in nature.

Macroeconomic forecasts are required for our allowance for credit loss model and require significant judgment and estimation uncertainty. We consider key economic factors, most notably unemployment rates, to incorporate into our estimate of the allowance for credit losses. We engaged a major rating service provider to assist with compiling a reasonable and supportable forecast which we use to support the adjustments of our historical loss experience.

Due to the judgment and uncertainty in estimating the expected credit losses, we may experience changes to the macroeconomic assumptions within our forecast, as well as changes to our credit loss performance outlook, both of which could lead to further changes in our allowance for credit losses, allowance as a percentage of net finance receivables, and provision for credit losses. Potential macroeconomic changes have created conditions that increase the level of uncertainty associated with our estimate of the amount and timing of future credit losses from our loan portfolio.

Macroeconomic Sensitivity. To demonstrate the sensitivity of forecasting macroeconomic conditions, we stressed our macroeconomic model with 10% increased weighting towards moderate recession that would have increased our reserves as of March 31, 2023 by $1.2 million.

The macroeconomic scenarios are highly influenced by timing, severity, and duration of changes in the underlying economic factors. This makes it difficult to estimate how potential changes in economic factors affect the estimated credit losses. Therefore, this hypothetical analysis is not intended to represent our expectation of changes in our estimate of expected credit losses due to a change in the macroeconomic environment, nor does it consider management’s judgment of other quantitative and qualitative information which could increase or decrease the estimate.

Regulatory Developments.

On March 7, 2023, the Consumer Financial Protection Bureau (the “CFPB”) provided the Company with notice that it is seeking to establish supervisory authority over the Company pursuant to section 1024(a)(1)(C) of the Consumer Financial Protection Act of 2010. Under that provision, the CFPB may establish supervisory authority over any non-bank covered person that it has reasonable cause to determine is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services. The Company disagrees that the CFPB has reasonable cause to supervise the Company, and has, therefore, submitted a response to the CFPB pursuant to the process outlined in 12 C.F.R. § 1091. At this time, the Company is awaiting the resolution of this matter. If the CFPB decides that it has reasonable cause to determine that the Company is a non-bank covered person that is engaging, or has engaged, in conduct that poses risks to consumers with regard to the offering or provision of consumer financial products or services, the CFPB will have supervisory authority over the Company subjecting the Company to, among other things, examination by the CFPB. See “Government Regulation” in Part I, Item 1 “Business” and “Risks Related to Regulation and Legal Proceedings” in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a further discussion of the regulation and regulatory risks to which the Company is subject.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect our results of operations and financial condition. We originate finance receivables either at prevailing market rates or at statutory limits. Our finance receivables are structured on a fixed-rate, fixed-term basis. Accordingly, subject to statutory limits, our ability to react to changes in prevailing market rates is dependent upon the speed at which our customers pay off or renew loans in our existing loan portfolio, which allows us to originate new loans at prevailing market rates. Because our large loans have longer maturities than our small loans and typically renew at a slower rate than our small loans, our reaction time to changes may be affected as our large loans change as a percentage of our portfolio.

We also are exposed to changes in interest rates as a result of certain borrowing activities. As of March 31, 2023, the interest rates on 89.4% of our debt (the securitizations) were fixed. We maintain liquidity and fund our business operations in part through variable-rate borrowings under a senior revolving credit facility and three revolving warehouse credit facilities. As of March 31, 2023, the balances and key terms of the credit facilities were as follows:


Revolving Credit Facility	Balance (in thousands)		Interest Payment Frequency	Rate Type	Floor			Margin			Effective Interest Rate
Senior	$	105,315	Monthly	1-month SOFR		0.50	%		3.00	%		7.77	%
RMR IV Warehouse		65	Monthly	1-month SOFR		—			2.35	%		7.12	%
RMR V Warehouse		20,099	Monthly	Conduit		—			2.75	%		7.87	%
RMR VI Warehouse		15,005	Monthly	1-month SOFR		—			2.50	%		7.27	%
Total	$	140,484

Based on the underlying rates and the outstanding balances as of March 31, 2023, an increase of 100 basis points in the rates of our revolving credit facilities would result in approximately $1.4 million of increased interest expense on an annual basis, in the aggregate, under these borrowings.

The nature and amount of our debt may vary as a result of future business requirements, market conditions, and other factors.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost–benefit relationship of possible controls and procedures.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other information

ITEM 1. LEGAL PROCEEDINGS.

The Company is involved in various legal proceedings and related actions that have arisen in the ordinary course of its business that have not been fully adjudicated. The Company’s management does not believe that these matters, when ultimately concluded and determined, will have a material adverse effect on its financial condition, liquidity, or results of operations.

ITEM 1A. RISK FACTORS.

There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (which was filed with the SEC on February 24, 2023), which could materially affect our business, financial condition, and/or future operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially and adversely affect the Company’s business, financial condition, and/or operating results.

ITEM 6. EXHIBITS.

Incorporated by Reference

Exhibit

Number

Exhibit Description

Filed

Herewith

Form

File

Number

Exhibit

Filing Date

10.1

Credit Agreement, dated as of February 2, 2023, by and among Regional Management Corp., as servicer, Regional Management Receivables VI, LLC, as borrower, the lenders and agents parties thereto, Regions Bank, as administrative agent, and Computershare Trust Company, N.A., as securities intermediary and backup servicer

8-K

001-35477

10.1

2/08/2023

10.2

Seventh Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of March 21, 2023, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent

31.1

Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer

31.2

Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer

32.1

Section 1350 Certifications

101.INS

XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

SIGNATURE

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


	REGIONAL MANAGEMENT CORP.

Date: May 5, 2023	By:	/s/ Harpreet Rana
		Harpreet Rana, Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)