# Regional Management Corp.: Form 10-Q for the period ended Mar 31, 2022

- Company: [Regional Management Corp.](/companies/rm.md) (CIK 1519401)
- Form: 10-Q
- Filed: 2022-05-06
- Accepted by EDGAR: May 6, 2022, 16:16 ET
- Period: 2022-03-31
- Accession: 0001564590-22-018583
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1519401/000156459022018583/rm-10q_20220331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1519401/000156459022018583/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-01-01 to 2022-03-31 | $120.8m | us-gaap:Revenues |
| Income tax | 3 months, 2022-01-01 to 2022-03-31 | $8.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-01-01 to 2022-03-31 | $26.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2022-01-01 to 2022-03-31 | $2.67 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2022-01-01 to 2022-03-31 | $2.81 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2022-01-01 to 2022-03-31 | 10,022,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2022-01-01 to 2022-03-31 | $45.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2022-01-01 to 2022-03-31 | $1.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2022-01-01 to 2022-03-31 | $9.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2022-03-31 | $17.6m | us-gaap:Cash |
| Total assets | at 2022-03-31 | $1.50bn | us-gaap:Assets |
| Total liabilities | at 2022-03-31 | $1.20bn | us-gaap:Liabilities |
| Long-term debt | at 2022-03-31 | $1.12bn | us-gaap:LongTermDebt |
| Shareholders' equity | at 2022-03-31 | $298.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 72,867 characters.

*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, 2021 (which was filed with the SEC on March 4, 2022) and this Quarterly Report on Form 10-Q. The COVID-19 pandemic may also magnify many of these risks and uncertainties. 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, 2022, we operate under the name “Regional Finance” in 354 branch locations in 14 states across the United States, serving 466,100 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, retailers, 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. 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, large, and retail installment loans:

- *Small Loans (≤$2,500) –* As of March 31, 2022, we had 270.5 thousand small installment loans outstanding, representing $438.2 million in net finance receivables. This included 142.2 thousand small loan convenience checks, representing $200.7 million in net finance receivables.
- *Large Loans (\>$2,500) –* As of March 31, 2022, we had 189.3 thousand large installment loans outstanding, representing $997.2 million in net finance receivables. This included 17.9 thousand large loan convenience checks, representing $56.5 million in net finance receivables.
- *Retail Loans –* As of March 31, 2022, we had 6.3 thousand retail purchase loans outstanding, representing $10.7 million in net finance receivables.
- *Optional Insurance Products –* We offer optional payment and collateral protection insurance to our direct loan customers.

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, the COVID-19 pandemic, impacts from current geopolitical events outside the U.S., and inflationary pressures, may affect our business, liquidity, financial condition, and results of operations.

The COVID-19 pandemic has resulted in economic disruption and uncertainty. At the beginning of the pandemic, during the second quarter of 2020, we experienced a decrease in demand. Since that time, our loan growth has steadily increased. Our net finance receivables were $1.4 billion as of March 31, 2022, $340.5 million higher than the prior-year period. However, future consumer demand remains subject to the uncertainty surrounding the duration and nature of the pandemic going forward, including the severity of any future waves of COVID-19. The extent to which the pandemic will ultimately impact our business and financial condition will depend on future events that are difficult to forecast, including, but not limited to, the duration and severity of the pandemic (as a result of variant strains of the virus and waves of outbreak), the success of actions taken to contain, treat, and prevent the spread of the virus, and the speed at which normal economic and operating conditions return and are sustained.

Recent geopolitical events outside of the U.S. have contributed to volatility in U.S. markets. Current inflationary pressures have also added to economic uncertainty. In addition, environmental, social, and governance (“ESG”) matters have become an area of increasing focus for lawmakers, regulators, stockholders, and other stakeholders. Proposed legislation and rulemaking issued or under consideration include proposals to require disclosure of climate, cybersecurity, and other ESG metrics and risks. The potential impact of any of these or other ESG-related legislation or regulations on our business remains uncertain.

We seek to employ a data-driven approach to managing our risk. We manage risk, among other ways, through our custom risk and response scorecards, adjustment of underwriting criteria, analysis of early payment activity, and detailed geographic and customer segmentation to ensure that incremental direct mail loan volume is capable of absorbing credit losses at two to three times our historical levels while still providing positive contribution margin.

As of March 31, 2022, our allowance for credit losses included $15.9 million of reserves associated with potential future macroeconomic impacts on credit losses, inclusive of those associated with the COVID-19 pandemic. Our contractual delinquency as a percentage of net finance receivables was 5.7% as of March 31, 2022, up from 4.3% as of March 31, 2021, and down from pre-pandemic levels of 6.6% and 6.9% as of March 31, 2020 and March 31, 2019, respectively. 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. In the first quarter of 2022, we successfully closed a $250 million asset-backed securitization that consisted of the issuance of four classes of fixed-rate asset backed notes with a three-year revolving period. As of March 31, 2022, we had $214.6 million of available liquidity, comprised of unrestricted cash on hand and immediate availability to draw down cash from our revolving credit facilities, representing a $4.9 million improvement in our liquidity position since December 31, 2021. In addition, we had $671.1 million of unused capacity on our revolving credit facilities (subject to the borrowing base) as of March 31, 2022. We believe our liquidity position provides us substantial runway to fund our growth initiatives and to support the fundamental operations of our business.

We have increasingly relied on online operations for customer access, 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 have and 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 driven 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 small and large 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 borrower assistance programs and customer access to external economic stimulus measures related to the COVID-19 pandemic 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 and purchase. Average net finance receivables were $1.4 billion for the first three months of 2022 and $1.1 billion for the prior-year period. We source our loans through our branches, direct mail program, retail partners, digital partners, and our consumer website. Our loans are made almost exclusively in geographic markets served by our network of branches. Increasing the number of loans per branch and growing our state footprint allows us to increase the number of loans that we are able to service. In February 2022, we opened our first branch in Mississippi, our fourteenth state. We expect to enter four to five additional states by the end of 2022, including California. We regularly assess our legacy branch network for clear opportunities to consolidate operations into larger branches within close geographic proximity. In the second quarter, we expect to close approximately twenty branches where there are clear opportunities to consolidate operations. 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, the general economic conditions in the areas in which we conduct business, loan portfolio growth, and the effectiveness of our 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, we have purchased interest rate cap contracts.

***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 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 cash reserves for life insurance claims in an amount determined by the unaffiliated insurance company. As of March 31, 2022, the restricted cash balance for these cash reserves was $21.1 million. 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, and interest income from restricted cash 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 rates 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 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” and the filings referenced therein.

***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):

*Dollars in thousands*

| Revenue | 1Q 22 Amount | % of Average Net Finance Receivables | 1Q 21 Amount | % of Average Net Finance Receivables |
| --- | ---: | ---: | ---: | ---: |
| Interest and fee income | $107,631 | 30.0% | $87,279 | 31.1% |
| Insurance income, net | 10,544 | 2.9% | 7,985 | 2.8% |
| Other income | 2,673 | 0.8% | 2,467 | 0.9% |
| Total revenue | 120,848 | 33.7% | 97,731 | 34.8% |
| **Expenses** |  |  |  |  |
| Provision for credit losses | 30,858 | 8.6% | 11,362 | 4.0% |
| Personnel | 35,654 | 9.9% | 28,851 | 10.3% |
| Occupancy | 5,808 | 1.6% | 6,020 | 2.1% |
| Marketing | 3,091 | 0.9% | 2,710 | 1.0% |
| Other | 10,547 | 3.0% | 8,262 | 2.9% |
| Total general and administrative | 55,100 | 15.4% | 45,843 | 16.3% |
| Interest expense | (59) | 0.0% | 7,135 | 2.6% |
| Income before income taxes | 34,949 | 9.7% | 33,391 | 11.9% |
| Income taxes | 8,166 | 2.2% | 7,869 | 2.8% |
| **Net income** | $26,783 | 7.5% | $25,522 | 9.1% |

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:

*In thousands, except per share amounts*

| Revenue | Income Statement Quarterly Trend 1Q 21 | 2Q 21 | 3Q 21 | 4Q 21 | 1Q 22 | QoQ $ B(W) | YoY $ B(W) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest and fee income | $87,279 | $88,793 | $99,355 | $107,117 | $107,631 | $514 | $20,352 |
| Insurance income, net | 7,985 | 8,656 | 9,418 | 9,423 | 10,544 | 1,121 | 2,559 |
| Other income | 2,467 | 2,227 | 2,687 | 2,944 | 2,673 | (271) | 206 |
| Total revenue | 97,731 | 99,676 | 111,460 | 119,484 | 120,848 | 1,364 | 23,117 |
| **Expenses** |  |  |  |  |  |  |  |
| Provision for credit losses | 11,362 | 20,549 | 26,096 | 31,008 | 30,858 | 150 | (19,496) |
| Personnel | 28,851 | 28,370 | 29,299 | 33,313 | 35,654 | (2,341) | (6,803) |
| Occupancy | 6,020 | 5,568 | 6,027 | 6,511 | 5,808 | 703 | 212 |
| Marketing | 2,710 | 4,776 | 2,488 | 4,431 | 3,091 | 1,340 | (381) |
| Other | 8,262 | 7,675 | 9,936 | 11,277 | 10,547 | 730 | (2,285) |
| Total general and administrative | 45,843 | 46,389 | 47,750 | 55,532 | 55,100 | 432 | (9,257) |
| Interest expense | 7,135 | 7,801 | 8,816 | 7,597 | (59) | 7,656 | 7,194 |
| Income before income taxes | 33,391 | 24,937 | 28,798 | 25,347 | 34,949 | 9,602 | 1,558 |
| Income taxes | 7,869 | 4,771 | 6,577 | 4,569 | 8,166 | (3,597) | (297) |
| **Net income** | $25,522 | $20,166 | $22,221 | $20,778 | $26,783 | $6,005 | $1,261 |
| Net income per common share: |  |  |  |  |  |  |  |
| Basic | $2.42 | $1.98 | $2.25 | $2.18 | $2.81 | $0.63 | $0.39 |
| Diluted | $2.31 | $1.87 | $2.11 | $2.04 | $2.67 | $0.63 | $0.36 |
| Weighted-average shares outstanding: |  |  |  |  |  |  |  |
| Basic | 10,543 | 10,200 | 9,861 | 9,545 | 9,533 | 12 | 1,010 |
| Diluted | 11,066 | 10,797 | 10,544 | 10,177 | 10,022 | 155 | 1,044 |
| Net interest margin | $90,596 | $91,875 | $102,644 | $111,887 | $120,907 | $9,020 | $30,311 |
| Net credit margin | $79,234 | $71,326 | $76,548 | $80,879 | $90,049 | $9,170 | $10,815 |

*Dollars in thousands*

|  | Balance Sheet Quarterly Trend 1Q 21 | 2Q 21 | 3Q 21 | 4Q 21 | 1Q 22 | QoQ $ Inc (Dec) | YoY $ Inc (Dec) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Total assets | $1,098,295 | $1,191,305 | $1,313,558 | $1,459,662 | $1,497,671 | $38,009 | $399,376 |
| Net finance receivables | $1,105,603 | $1,183,387 | $1,314,233 | $1,426,257 | $1,446,071 | $19,814 | $340,468 |
| Allowance for credit losses | $139,600 | $139,400 | $150,100 | $159,300 | $158,800 | $(500) | $19,200 |
| Debt | $752,200 | $853,067 | $978,803 | $1,107,953 | $1,134,377 | $26,424 | $382,177 |

|  | Other Key Metrics Quarterly Trend 1Q 21 | 2Q 21 | 3Q 21 | 4Q 21 | 1Q 22 | QoQ Inc (Dec) | YoY Inc (Dec) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest and fee yield (annualized) | 31.1% | 31.6% | 32.0% | 31.4% | 30.0% | (1.4)% | (1.1)% |
| Efficiency ratio (1) | 46.9% | 46.5% | 42.8% | 46.5% | 45.6% | (0.9)% | (1.3)% |
| Operating expense ratio (2) | 16.3% | 16.5% | 15.4% | 16.3% | 15.4% | (0.9)% | (0.9)% |
| 30+ contractual delinquency | 4.3% | 3.6% | 4.7% | 6.0% | 5.7% | (0.3)% | 1.4% |
| Net credit loss ratio (3) | 7.7% | 7.4% | 5.0% | 6.4% | 8.7% | 2.3% | 1.0% |
| Book value per share | $26.28 | $26.93 | $27.73 | $28.89 | $30.47 | $1.58 | $4.19 |

(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, 2022, Versus March 31, 2021

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

- *Small Loans (≤$2,500) –* Small loans outstanding increased by $67.0 million, 18.0%, to $438.2 million at March 31, 2022, from $371.2 million at March 31, 2021. The increase was due to new growth initiatives, improved customer loan demand, and increased marketing, partially offset by the transition of small loan customers to large loans.
- *Large Loans (\>$2,500) –* Large loans outstanding increased by $274.8 million, or 38.0%, to $997.2 million at March 31, 2022, from $722.5 million at March 31, 2021. The increase was due to new growth initiatives, improved customer loan demand, increased marketing, and the transition of small loan customers to large loans.
- *Retail Loans –* Retail loans outstanding decreased $1.2 million, or 10.5%, to $10.7 million at March 31, 2022, from $11.9 million at March 31, 2021.

*Dollars in thousands*

|  | Net Finance Receivables by Product 1Q 22 | 1Q 21 | YoY $ Inc (Dec) | YoY % Inc (Dec) |
| --- | ---: | ---: | ---: | ---: |
| Small loans | $438,153 | $371,188 | $66,965 | 18.0% |
| Large loans | 997,226 | 722,474 | 274,752 | 38.0% |
| Retail loans | 10,692 | 11,941 | (1,249) | (10.5)% |
| Total net finance receivables | $1,446,071 | $1,105,603 | $340,468 | 30.8% |
| Number of branches at period end | 354 | 365 | (11) | (3.0)% |
| Net finance receivables per branch | $4,085 | $3,029 | $1,056 | 34.9% |

### Comparison of the Three Months Ended March 31, 2022, Versus the Three Months Ended March 31, 2021

***Net Income.*** Net income increased $1.3 million, or 4.9%, resulting in net income of $26.8 million during the three months ended March 31, 2022, from $25.5 million during the prior-year period. The increase was due to an increase in revenue of $23.1 million and a decrease in interest expense of $7.2 million, offset by an increase in provision for credit losses of $19.5 million, an increase in general and administrative expenses of $9.3 million, and an increase in income taxes of $0.3 million.

***Revenue.*** Total revenue increased $23.1 million, or 23.7%, to $120.8 million during the three months ended March 31, 2022, from $97.7 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 $20.4 million, or 23.3%, to $107.6 million during the three months ended March 31, 2022, from $87.3 million during the prior-year period. The increase was primarily due to a 27.7% increase in average net finance receivables, partially offset by a 1.1% decrease in annualized average yield.

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

*Dollars in thousands*

|  | Average Net Finance Receivables for the Three Months Ended 1Q 22 | 1Q 21 | YoY % Inc (Dec) | Average Yields for the Three Months Ended (1) 1Q 22 | 1Q 21 | YoY % Inc (Dec) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Small loans | $440,936 | $389,138 | 13.3% | 36.0% | 37.5% | (1.5)% |
| Large loans | 982,881 | 721,052 | 36.3% | 27.5% | 27.9% | (0.4)% |
| Retail loans | 10,620 | 13,170 | (19.4)% | 18.4% | 17.8% | 0.6% |
| Total interest and fee yield | $1,434,437 | $1,123,360 | 27.7% | 30.0% | 31.1% | (1.1)% |

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

Small and large loan yields decreased 1.5% and 0.4%, respectively, compared to the prior-year period primarily due to normalization of credit performance across the portfolio and our portfolio composition shift toward higher credit quality customers with lower interest rates.

As a result of our focus on large loan growth over the last several years, the large loan portfolio has grown faster than the rest of our loan products, and we expect that this trend will continue in the future. Over time, large loan growth will change our product mix, which will reduce our total interest and fee yield percentage.

We continue to originate new loans with enhanced lending criteria. Demand for our loan products has continued to recover as total originations increased to $326.0 million during the three months ended March 31, 2022, from $234.8 million during the prior-year period. The following table represents the principal balance of loans originated and refinanced:

*Dollars in thousands*

|  | Loans Originated for the Three Months Ended 1Q 22 | 1Q 21 | YoY $ Inc (Dec) | YoY % Inc (Dec) |
| --- | ---: | ---: | ---: | ---: |
| Small loans | $137,131 | $101,741 | $35,390 | 34.8% |
| Large loans | 186,279 | 131,325 | 54,954 | 41.8% |
| Retail loans | 2,590 | 1,780 | 810 | 45.5% |
| Total loans originated | $326,000 | $234,846 | $91,154 | 38.8% |

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

*Dollars in thousands*

|  | Components of Increase in Interest and Fee Income 1Q 22 Compared to 1Q 21 Increase (Decrease) Volume | Rate | Volume & Rate | Net |
| --- | ---: | ---: | ---: | ---: |
| Small loans | $4,851 | $(1,447) | $(192) | $3,212 |
| Large loans | 18,246 | (740) | (268) | 17,238 |
| Retail loans | (113) | 19 | (4) | (98) |
| Product mix | 1,185 | (821) | (364) | — |
| Total increase in interest and fee income | $24,169 | $(2,989) | $(828) | $20,352 |

The $20.4 million year-over-year increase in interest and fee income during the three months ended March 31, 2022, was primarily driven by growth of our average net finance receivables. This increase was partially offset by normalization of credit performance across the portfolio, the intended product mix shift toward large loans, and the portfolio composition shift toward higher credit quality customers with lower interest rates.

**Insurance Income, Net.** Insurance income, net increased $2.6 million, or 32.0%, to $10.5 million during the three months ended March 31, 2022, from $8.0 million during the prior-year period. During both the three months ended March 31, 2022 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, 2022 and the prior-year period.

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

*Dollars in thousands*

|  | Insurance Premiums and Direct Expenses for the Three Months Ended 1Q 22 | 1Q 21 | YoY $ B(W) | YoY % B(W) |
| --- | ---: | ---: | ---: | ---: |
| Earned premiums | $14,873 | $12,125 | $2,748 | 22.7% |
| Claims, reserves, and certain direct expenses | (4,329) | (4,140) | (189) | (4.6)% |
| Insurance income, net | $10,544 | $7,985 | $2,559 | 32.0% |

Earned premiums increased by $2.7 million and claims, reserves, and certain direct expenses increased by $0.2 million, in each case compared to the prior-year period. The increase in earned premiums was primarily due to portfolio growth. The increase in claims, reserves, and certain direct expenses was primarily due to a $0.3 million increase in reserves for expected insurance claims during the three months ended March 31, 2022, compared to the prior-year period.

**Other Income.** Other income increased $0.2 million, or 8.4%, to $2.7 million during the three months ended March 31, 2022, from $2.5 million during the prior-year period, primarily due to an increase in late charges associated with portfolio growth.

***Provision for Credit Losses.*** Our provision for credit losses increased $19.5 million, or 171.6%, to $30.9 million during the three months ended March 31, 2022, from $11.4 million during the prior-year period. The increase was due to increases of $9.9 million and $9.6 million in the allowance for credit losses and net credit losses, respectively, in each case 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. The following table sets forth our allowance for credit losses compared to the related finance receivables as of the end of the periods indicated:

*Dollars in thousands*

|  | Allowance for Credit Losses for the Three Months Ended 1Q 22 | 1Q 21 |
| --- | ---: | ---: |
| Beginning balance | $159,300 | $150,000 |
| Macroeconomic reserve release | (1,100) | (6,600) |
| General reserve build (release) due to portfolio change | 600 | (3,800) |
| Ending balance | $158,800 | $139,600 |
| Allowance for credit losses as a percentage of net finance receivables | 11.0% | 12.6% |

As of March 31, 2022, our allowance for credit losses included a $15.9 million reserve associated with potential future macroeconomic impacts on credit losses, inclusive of those associated with the COVID-19 pandemic. During the three months ended March 31, 2022 and 2021, the allowance for credit losses included a net build of $0.6 million and a net release of $3.8 million related to portfolio change, respectively.

**Net Credit Losses.** Net credit losses increased $9.6 million, or 44.1%, to $31.4 million during the three months ended March 31, 2022, from $21.8 million during the prior-year period. The increase was primarily due to higher average net finance receivables and credit normalization. Annualized net credit losses as a percentage of average net finance receivables were 8.7% during the three months ended March 31, 2022, compared to 7.7% during the prior-year period.

**Delinquency Performance.** Our contractual delinquency as a percentage of net finance receivables continued to normalize, increasing to 5.7% as of March 31, 2022, from 4.3% in the prior-year period. Our credit performance remains strong due to the quality and adaptability of our underwriting criteria and the performance of our custom scorecards.

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

*Dollars in thousands*

|  | Contractual Delinquency by Aging 1Q 22 |  | 1Q 21 |  |
| --- | ---: | ---: | ---: | ---: |
| Current | $1,268,367 | 87.7% | $1,010,859 | 91.4% |
| 1 to 29 days past due | 95,689 | 6.6% | 47,024 | 4.3% |
| Delinquent accounts: |  |  |  |  |
| 30 to 59 days | 19,818 | 1.4% | 11,252 | 1.0% |
| 60 to 89 days | 16,390 | 1.1% | 9,808 | 0.9% |
| 90 to 119 days | 15,636 | 1.1% | 8,682 | 0.8% |
| 120 to 149 days | 15,322 | 1.1% | 8,717 | 0.8% |
| 150 to 179 days | 14,849 | 1.0% | 9,261 | 0.8% |
| Total contractual delinquency | $82,015 | 5.7% | $47,720 | 4.3% |
| Total net finance receivables | $1,446,071 | 100.0% | $1,105,603 | 100.0% |

*Dollars in thousands*

|  | Contractual Delinquency by Product 1Q 22 |  | 1Q 21 |  |
| --- | ---: | ---: | ---: | ---: |
| Small loans | $34,861 | 8.0% | $22,582 | 6.1% |
| Large loans | 46,375 | 4.7% | 24,404 | 3.4% |
| Retail loans | 779 | 7.3% | 734 | 6.1% |
| Total contractual delinquency | $82,015 | 5.7% | $47,720 | 4.3% |

***General and Administrative Expenses.*** Our general and administrative expenses increased $9.3 million, or 20.2%, to $55.1 million during the three months ended March 31, 2022, from $45.8 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 $6.8 million, or 23.6%, to $35.7 million during the three months ended March 31, 2022, from $28.9 million during the prior-year period. We had several offsetting increases and decreases in personnel expenses during the three months ended March 31, 2022. Labor expenses and incentive costs increased $6.4 million and $1.0 million, respectively, compared to the prior-year period. Additionally, the three months ended March 31, 2022 included branch optimization costs of $0.2 million. Capitalized loan origination costs, which reduce personnel expenses, increased by $0.9 million compared to the prior-year period due to an increase in loans originated.

**Occupancy.** Occupancy expenses decreased $0.2 million, or 3.5%, to $5.8 million during the three months ended March 31, 2022, from $6.0 million during the prior-year period. The decrease was primarily due to incremental expenses in the prior-year period related to an improvement to our technology infrastructure capabilities of $0.4 million, partially offset by branch optimization costs of $0.3 million during the three months ended March 31, 2022.

**Marketing.** Marketing expenses increased $0.4 million, or 14.1%, to $3.1 million during the three months ended March 31, 2022, from $2.7 million during the prior-year period. The increase was due to increased activity in our direct mail campaigns and digital marketing to support growth, partially offset by lower digital loan origination costs of $0.3 million.

**Other Expenses.** Other expenses increased $2.3 million, or 27.7%, to $10.5 million during the three months ended March 31, 2022, from $8.3 million during the prior-year period. The increase was primarily due to an increase in professional services of $0.6 million, an increase in our investment in digital and technological capabilities of $0.4 million, and an increase in travel expenses of $0.2 million compared to the prior-year period. Additionally, we often experience increases in other expenses including legal expenses, collections expense, and bank fees as we grow our loan portfolio and expand our market footprint.

**Operating Expense Ratio.** Our annualized operating expense ratio decreased by 0.9% to 15.4% during the three months ended March 31, 2022 from 16.3% during the prior-year period. Our operating expense ratio has declined as we have grown our loan portfolio and controlled expense growth. The three months ended March 31, 2022 included a ratio increase of 0.2% related to branch optimization expenses of $0.4 million.

***Interest Expense.*** Interest expense decreased $7.2 million, or 100.8%, to a benefit of $0.1 million during the three months ended March 31, 2022, from an expense of $7.1 million during the prior-year period. The decrease was primarily due to a decrease in our average cost of debt, partially offset by an increase in the average balance of our debt facilities. The annualized average cost of debt decreased 3.81% during the three months ended March 31, 2022, from 3.79% as of the prior year period, primarily driven by an increase in the fair value of our interest rate caps of $9.4 million, which reduced our average cost by 3.27%. The average balance of our debt facilities increased to $1.1 billion for the three months ended March 31, 2022, from $753.1 million during the prior-year period. See Note 12, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements,” for information regarding our interest rate caps following the end of the fiscal quarter.

***Income Taxes.*** Income taxes increased $0.3 million, or 3.8%, to $8.2 million during the three months ended March 31, 2022, from $7.9 million during the prior-year period. The increase was primarily due to a $1.6 million increase in income before income taxes compared to the prior-year period. Our effective tax rates were 23.4% and 23.6% for the three months ended March 31, 2022 and the prior-year period, respectively.

### 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, 2022, we had a funded debt-to-equity ratio (debt divided by total stockholders’ equity) of 3.8 to 1.0 and a stockholders’ equity ratio (total stockholders’ equity as a percentage of total assets) of 19.9%.

Cash and cash equivalents increased to $17.6 million as of March 31, 2022, from $10.5 million as of December 31, 2021. As of March 31, 2022 and the prior year-end, we had $196.9 million and $199.2 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 $671.1 million and $556.8 million as of March 31, 2022, and the prior year-end, respectively. Our total debt of $1.1 billion remained consistent with the prior year-end.

Based upon anticipated cash flows, management believes 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 October 2022 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.

### Share Repurchases and Dividends.

In October 2020, we announced that our Board had authorized a $30.0 million stock repurchase program. In May 2021, we completed the stock repurchase program.

In May 2021, we announced that our Board had authorized a $30.0 million stock repurchase program. In August 2021, we announced that our 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, we completed this stock repurchase program.

In February 2022, we announced that our Board had authorized a $20.0 million stock repurchase program. The authorization was effective immediately and extends through February 3, 2024. As of March 31, 2022, we had repurchased 173 thousand shares of common stock at a total cost of $8.4 million under this stock repurchase program.

Share repurchases under our stock repurchase programs may be made in the open market at prevailing market prices or through privately negotiated transactions in accordance with applicable federal and state securities laws.

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, 2022:

| Period | Declaration Date | Record Date | Payment Date | Dividends Declared Per Common Share |
| --- | --- | --- | --- | ---: |
| 1Q 22 | February 9, 2022 | February 23, 2022 | March 16, 2022 | $0.30 |
| Total |  |  |  | $0.30 |

The Board declared and paid $3.0 million of cash dividends on our common stock during the three months ended March 31, 2022. See Note 12, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements,” for information regarding the declaration of a 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, 2022 was $45.8 million, compared to $35.0 million provided by operating activities during the prior-year period, a net increase of $10.8 million. The increase was primarily due to higher interest and fee income from the growth in our average net finance receivables, partially offset by higher general and administrative expenses.

**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, 2022 was $49.4 million, compared to $14.9 million provided by investing activities during the prior-year period, a net increase in cash used of $64.2 million. The increase in cash used was primarily due to increased originations of finance receivables.

**Financing Activities.** Financing activities consist of borrowings and payments on our outstanding indebtedness. Net cash provided by financing activities during the three months ended March 31, 2022 was $10.9 million, compared to $35.5 million used in financing activities during the prior-year period, a net increase of $46.4 million. The net increase in cash provided was primarily due to an increase in net advances on debt instruments of $42.9 million.

### Financing Arrangements.

**Senior Revolving Credit Facility.** In December 2021, we amended and restated our senior revolving credit facility to, among other things, decrease the availability under the facility from $640 million to $500 million and extend the maturity of the facility from September 2022 to 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 (80% of eligible secured finance receivables as of March 31, 2022). As of March 31, 2022, we had $196.9 million of immediate availability to draw down cash under the facility and held $17.6 million in unrestricted cash. Borrowings under the facility bear interest, payable monthly, at rates equal to one-month LIBOR, with a LIBOR floor of 0.50%, plus a 3.00% margin. The effective interest rate was 3.50% as of March 31, 2022. The amended and restated facility provides for a process to transition from LIBOR to a new benchmark in certain circumstances. We pay an unused line fee of 0.50%.

Our debt under the senior revolving credit facility was $44.9 million as of March 31, 2022. 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. We are considered to be the primary beneficiary because we have (i) power over the significant activities through our 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 our interest in the monthly residual cash flows of the SPEs.

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 $106.1 million and $107.7 million as of March 31, 2022 and December 31, 2021, 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 bear 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). 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 II. The effective interest rate was 3.31% as of March 31, 2022. RMR II pays an unused commitment fee between 0.35% and 0.85% based upon the average daily utilization of the facility. The RMR II revolving warehouse credit facility provides for a process to transition from LIBOR to a new benchmark in certain circumstances. As of March 31, 2022, our debt under the credit facility was $33.5 million.

**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 converts 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. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month LIBOR, plus a margin of 2.35%. The effective interest rate was 2.80% as of March 31, 2022. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. The RMR IV revolving warehouse credit facility provides for a process to transition from LIBOR to a new benchmark in certain circumstances. As of March 31, 2022, our debt under the credit facility was $31.6 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. The facility converts to an amortizing loan in October 2022 and terminates in October 2023. 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 2.20%. The effective interest rate was 2.79% as of March 31, 2022. 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, 2022, our debt under the credit facility was $19.4 million.

**RMIT 2019-1 Securitization.** I In October 2019, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2019-1, completed a private offering and sale of $130 million of asset-backed notes. Prior to maturity in November 2028, we could redeem the notes in full, but not in part, at our option on any remaining note payment date. In February 2022, we and RMR III exercised the right to make an optional principal repayment in full, and in connection with such prepayment, the securitization terminated in February 2022.

**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, 2022. 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, 2022, 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, 2022. 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, 2022, 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, 2022. 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, 2022, 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, 2022. 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, 2022, 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 2022-2 securitization bear interest, payable monthly, at an effective interest rate of 3.59% as of March 31, 2022. 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, 2022, our debt under the securitization was $250.4 million.

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, 2022, we were in compliance with all debt covenants.

We expect that the LIBOR reference rate will be phased out by June 2023. Our senior revolving credit facility, RMR II revolving warehouse credit facility, and RMR IV revolving warehouse credit facility each use LIBOR as a benchmark in determining the cost of funds borrowed. These credit facilities provide for a process to transition from LIBOR to a new benchmark, if necessary. We plan to continue to work with our banking partners to modify our credit agreements to contemplate the cessation of the LIBOR reference rate. We will also continue to work to identify a replacement rate to LIBOR and look to adjust the pricing structure of our facilities as needed.

### Restricted Cash Reserve Accounts.

**RMR II Revolving Warehouse Credit Facility.** The credit agreement governing the RMR II 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, 2022, the warehouse facility cash reserve requirement totaled $0.4 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 $3.1 million as of March 31, 2022.

**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, 2022, the warehouse facility cash reserve requirement totaled $0.4 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 $3.1 million as of March 31, 2022.

**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, 2022, 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 $1.7 million as of March 31, 2022.

**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 $14.8 million as of March 31, 2022.

**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 $24.7 million as of March 31, 2022.

**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 $19.0 million as of March 31, 2022.

**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 $18.3 million as of March 31, 2022.

**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 $21.4 million as of March 31, 2022.

**RMC Reinsurance.** Our wholly-owned subsidiary, RMC Reinsurance, Ltd., is required to maintain cash reserves against life insurance policies ceded to it, as determined by the ceding company. As of March 31, 2022, cash reserves for reinsurance were $21.1 million.

### Impact of Inflation.

Our results of operations and financial condition are presented based on historical cost, except for interest rate caps, which are carried at fair value. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial to date. We continue to monitor inflation and other macroeconomic trends; however, as unemployment is near historically low levels, we believe that our typical customer remains in strong financial health.

### 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 static pool 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 static pools of net finance receivables are tracked over the term of the pools to identify the incidences 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.

We account for certain finance receivables that have been modified by bankruptcy proceedings or company loss mitigation policies using a discounted cash flows approach to properly reserve for customer concessions (rate reductions and term extensions).

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. We do not require reversion adjustments, as the contractual lives of our loan portfolio (considering the effect of prepayments) are shorter than our available forecast periods.

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.

During 2020, management captured the potential impact of the COVID-19 pandemic as a component of its macroeconomic forecast, and we had reserved $33.4 million as of June 30, 2020. Overall improvements in the pandemic led us to release portions of that reserve gradually. As of March 31, 2022 and December 31, 2021, we had $15.9 million and $17.0 million in macroeconomic reserves inclusive of remaining effects of COVID-19, respectively. 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 slower near-term growth that would have increased our reserves as of March 31, 2022 by $0.8 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.

## Market risk

As filed, 3,606 characters.

### 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, 2022, the interest rates on 88.6% 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, 2022, 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 | $44,919 | Monthly | 1-mo LIBOR | 0.50% | 3.00% | 3.50% |
| RMR II Warehouse | 33,536 | Monthly | 3-mo LIBOR | 0.25% | 2.35% | 3.31% |
| RMR IV Warehouse | 31,618 | Monthly | 1-mo LIBOR | — | 2.35% | 2.80% |
| RMR V Warehouse | 19,406 | Monthly | Conduit | — | 2.20% | 2.79% |
| Total | $129,479 |  |  |  |  |  |

We have purchased interest rate caps to manage the risk associated with an aggregate notional $550.0 million of our LIBOR-based borrowings. These interest rate caps are based on the one-month LIBOR and reimburse us for the difference when the one-month LIBOR exceeds the strike rate. The following is a summary of the Company’s interest rate caps as of March 31, 2022:

*(in thousands)*

| Execution Date | Effective Date | Maturity Date | Strike Rate | Notional Amount |
| --- | --- | --- | ---: | ---: |
| 03/2020 | 03/2020 | 03/2023 | 1.75% | $100,000 |
| 08/2020 | 08/2020 | 08/2023 | 0.50% | 50,000 |
| 09/2020 | 10/2020 | 10/2023 | 0.50% | 100,000 |
| 11/2020 | 11/2020 | 11/2023 | 0.25% | 50,000 |
| 02/2021 | 02/2021 | 02/2024 | 0.25% | 50,000 |
| 03/2021 | 03/2021 | 03/2024 | 0.25% | 50,000 |
| 06/2021 | 06/2021 | 06/2024 | 0.25% | 50,000 |
| 12/2021 | 08/2023 | 02/2026 | 0.50% | 50,000 |
| 12/2021 | 02/2024 | 02/2026 | 0.50% | 50,000 |
| Total notional amount |  |  |  | $550,000 |

Based on the underlying rates and the outstanding balances as of March 31, 2022, an increase of 100 basis points in the LIBOR and conduit rates of our revolving credit facilities would result in approximately $1.3 million of increased interest expense on an annual basis, in the aggregate, under these borrowings. Our interest rate cap coverage as of March 31, 2022 would reduce this increased expense by approximately $3.8 million on an annual basis.

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

See Note 12, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements,” for information regarding our interest rate caps following the end of the fiscal quarter.

## Controls and procedures

As filed, 2,065 characters.

### 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, 2022. 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, 2022, 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.

## Risk factors

As filed, 927 characters.

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, 2021. 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, 2021 (which was filed with the SEC on March 4, 2022), 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.

Filed May 6, 2022.
Source: SEC EDGAR, the filing index for accession 0001564590-22-018583. Last ingested by Listed: Nov 13, 2026, 16:17 ET. No prices; not investment advice.