REGIONAL MANAGEMENT CORP. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - Insurance News | InsuranceNewsNet

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February 24, 2023 Newswires
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REGIONAL MANAGEMENT CORP. – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Edgar Glimpses
The following discussion and analysis should be read in conjunction with, and is
qualified in its entirety by reference to, our audited consolidated financial
statements and the related notes that appear in Part II, Item 8, "Financial
Statements and Supplementary Data" in this Annual Report on Form 10-K. 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 Part I, Item 1A, "Risk Factors" in this
Annual Report on Form 10-K. The forward-looking information we have provided in
this Annual Report on Form 10-K 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 December 31,
2022, we operate under the name "Regional Finance" online and in 345 branch
locations in 18 states across the United States, serving 517,700 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 December 31, 2022, we had 287.0 thousand

small installment loans outstanding, representing $481.6 million in net

finance receivables. This included 151.0 thousand small loan convenience

checks, representing $217.8 million in net finance receivables.

• Large Loans (>$2,500) - As of December 31, 2022, we had 225.6 thousand

large installment loans outstanding, representing $1.2 billion in net

finance receivables. This included 40.6 thousand large loan convenience

checks, representing $140.7 million in net finance receivables.

• Retail Loans - As of December 31, 2022, we had 5.1 thousand retail purchase

loans outstanding, representing $9.6 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 will
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.

For additional information regarding our business operations, see Part I, Item
1, "Business."

Regional Management Corp. | 2022 Annual Report on Form 10-K | 42
--------------------------------------------------------------------------------

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. In early 2022, we eliminated one higher-risk, higher-rate
digital affiliate and two higher-risk, higher-rate segments within our direct
mail program. Loans originated through the eliminated affiliate and direct mail
segments contributed 20 basis points to our contractual delinquency rate as of
December 31, 2022, and 80 basis points to our net credit loss rate in 2022.

In the fourth quarter of 2022, we sold $27.1 million of non-performing loans,
$17.5 million of which would have likely been written off in early 2023. The
non-performing loan sale allowed us to dispose of a distressed portion of our
portfolio at an attractive price and enabled us to re-focus our personnel on
earlier-stage delinquent accounts as we enter the first quarter tax season,
which seasonally is our best quarter for collections. As a result of the loan
sale, our net income was negatively impacted by $2.7 million in 2022, but net
income will be positively impacted by a similar amount in 2023. The loan sale
impact on total revenue was a decrease of $2.2 million from revenue reversals,
and the impact on the provision for credit losses was an increase of $1.3
million. The loan sale resulted in additional net credit losses of $13.1
million. Our allowance for credit losses decreased $11.8 million as a result of
the loan sale because reserves were released for the sold loans and portfolio
composition changes.

Our allowance for credit losses was 10.5% of net finance receivables as of
December 31, 2022 and included $20.7 million of reserves associated with
estimated future macroeconomic impacts on credit losses. Our contractual
delinquency as a percentage of net finance receivables was 7.1% as of December
31, 2022, up from 6.0% as of December 31, 2021. 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 December 31, 2022, we had $101.4
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 $555.1 million of unused capacity on our revolving credit
facilities (subject to the borrowing base) as of December 31, 2022. 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 $1.5 billion in 2022 and $1.2 billion in 2021. We source our
loans through our


Regional Management Corp. | 2022 Annual Report on Form 10-K | 43
--------------------------------------------------------------------------------



branches, centrally-managed direct mail program, digital partners, and our
consumer website. Nearly all 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 13 to 18 states during
2022, expanding our operations to Mississippi, Indiana, California, Louisiana,
and Idaho. We expect to expand into one additional state in the first quarter of
2023, and we may enter a second new state in the second half of the year, if
justified by the economic conditions. 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 December 31, 2022, representing 88% of total
debt. An additional component of our strategy was to purchase interest rate cap
contracts, which were all sold during 2022. See Note 10, "Interest Rate Caps" of
the Notes to Consolidated Financial Statements in Part II, Item 8, "Financial
Statements and Supplementary Data," for additional information on our interest
rate caps.

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 December 31, 2022, the
restricted reserves


Regional Management Corp. | 2022 Annual Report on Form 10-K | 44
--------------------------------------------------------------------------------

consisted of $21.2 million of unearned premium reserves, including $1.1 million
of unpaid claims reserves. 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 I, 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.


Regional Management Corp. | 2022 Annual Report on Form 10-K | 45
--------------------------------------------------------------------------------

Results of Operations

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


                                                                      Year Ended December 31,
                                               2022                             2021                             2020
                                                      % of                             % of                             % of
                                                  Average Net                      Average Net                      Average Net
                                                    Finance                          Finance                          Finance
Dollars in thousands                Amount        Receivables        Amount        Receivables        Amount        Receivables
Revenue
Interest and fee income            $ 450,854               29.5 %   $ 382,544               31.5 %   $ 335,215               31.2 %
Insurance income, net                 43,502                2.8 %      35,482                2.9 %      28,349                2.6 %
Other income                          12,831                0.8 %      10,325                0.9 %      10,342                1.0 %
Total revenue                        507,187               33.1 %     428,351               35.3 %     373,906               34.8 %
Expenses
Provision for credit losses          185,115               12.1 %      89,015                7.3 %     123,810               11.5 %

Personnel                            141,243                9.2 %     119,833                9.9 %     109,560               10.2 %
Occupancy                             23,809                1.6 %      24,126                2.0 %      22,629                2.1 %
Marketing                             15,378                1.0 %      14,405                1.2 %      10,357                1.0 %
Other                                 42,098                2.7 %      37,150                3.0 %      33,770                3.1 %
Total general and administrative     222,528               14.5 %     195,514               16.1 %     176,316               16.4 %

Interest expense                      34,223                2.2 %      31,349                2.6 %      37,852                3.6 %
Income before income taxes            65,321                4.3 %     112,473                9.3 %      35,928                3.3 %
Income taxes                          14,097                1.0 %      23,786                2.0 %       9,198                0.8 %
Net income                         $  51,224                3.3 %   $  88,687                7.3 %   $  26,730                2.5 %

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

Comparison of December 31, 2022, Versus December 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 $36.6 million,

or 8.2%, to $481.6 million at December 31, 2022, from $445.0 million at

December 31, 2021. The increase was the result of new growth initiatives,

       and increased marketing, partially offset by credit tightening for
       disciplined growth.

• Large Loans (>$2,500) - Large loans outstanding increased by $237.5

       million, or 24.5%, to $1.2 billion at December 31, 2022, from $970.7
       million at December 31, 2021. The increase was due to new 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 $0.9 million, or 8.9%, to

$9.6 million at December 31, 2022, from $10.5 million at December 31, 2021.

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
                                                                                           YoY $           YoY %
Dollars in thousands                      December 31, 2022       December 31, 2021      Inc (Dec)       Inc (Dec)
Small loans                              $           481,605     $           445,023     $   36,582             8.2 %
Large loans                                        1,208,185                 970,694        237,491            24.5 %
Retail loans                                           9,603                  10,540           (937 )          (8.9 )%
Total net finance receivables            $         1,699,393     $         1,426,257     $  273,136            19.2 %
Number of branches at period end                         345                     350             (5 )          (1.4 )%
Net finance receivables per branch       $             4,926     $             4,075     $      851            20.9 %


Regional Management Corp. | 2022 Annual Report on Form 10-K | 46
--------------------------------------------------------------------------------

Comparison of the Year Ended December 31, 2022, Versus the Year Ended
December 31, 2021


Net Income. Net income decreased $37.5 million, or 42.2%, to $51.2 million in
2022, from $88.7 million in 2021. The decrease was due to an increase in
provision for credit losses of $96.1 million, an increase in general and
administrative expenses of $27.0 million, and an increase in interest expense of
$2.9 million, partially offset by an increase in revenue of $78.8 million and a
decrease in income taxes of $9.7 million.

Revenue. Total revenue increased $78.8 million, or 18.4%, to $507.2 million in
2022, from $428.4 million in 2021. The components of revenue are explained in
greater detail below.

Interest and Fee Income. Interest and fee income increased $68.3 million, or
17.9%, to $450.9 million in 2022, from $382.5 million in 2021. The increase was
primarily due to a 26.1% increase in average net finance receivables, offset by
a 2.0% decrease in average yield. Interest accrual reversal of charged-off loans
from the loan sale decreased interest and fee income by $1.9 million, which
contributed 10 basis points to the decrease in average yield.

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

                                   Average Net Finance Receivables for the                                     Average Yields for the
                                                  Year Ended                                                         Year Ended
                                                                             YoY %                                                              YoY %
Dollars in thousands     December 31, 2022         December 31, 2021       Inc (Dec)         December 31, 2022        December 31, 2021       Inc (Dec)
Small loans             $           456,141       $           394,394             15.7 %                   35.2 %                   38.2 %           (3.0 )%
Large loans                       1,063,365                   808,230             31.6 %                   27.1 %                   28.4 %           (1.3 )%
Retail loans                         10,737                    11,259             (4.6 )%                  17.9 %                   18.3 %           (0.4 )%
Total interest and
fee yield               $         1,530,243       $         1,213,883             26.1 %                   29.5 %                   31.5 %           (2.0 )%


Small and large loan yields decreased 3.0% and 1.3%, respectively, in 2022
compared to 2021 primarily due to normalization of credit performance across the
portfolio, the economic environment, credit tightening on higher-rate loans, and
our portfolio composition shift toward larger, higher-credit quality customers
with lower interest rates. As a result of the rising interest rate environment
and normalizing credit, we began to re-price parts of our portfolio in the
second half of 2022.

Total originations increased to $1.6 billion in 2022, from $1.5 billion in 2021,
despite credit-tightening actions and the re-allocation of labor to collections,
both of which impacted origination levels in 2022. The following table
represents the principal balance of loans originated and refinanced:

                                                            Loans 

Originated for the Year Ended

                                                                                           YoY $           YoY %
Dollars in thousands                      December 31, 2022       December 31, 2021      Inc (Dec)       Inc (Dec)
Small loans                              $           653,155     $           602,613     $   50,542             8.4 %
Large loans                                          979,557                 856,699        122,858            14.3 %
Retail loans                                           8,596                   8,275            321             3.9 %
Total loans originated                   $         1,641,308     $         1,467,587     $  173,721            11.8 %

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


                                                       Components of 

Increase in Interest and Fee Income

                                             Year Ended December 31, 2022 

Compared to Year Ended December 31, 2021

                                                                      Increase (Decrease)
                                                                                     Volume &
Dollars in thousands                          Volume               Rate                Rate                 Net
Small loans                                 $    23,582         $   (11,923 )       $    (1,866 )       $     9,793
Large loans                                      72,558             (10,560 )            (3,334 )            58,664
Retail loans                                        (96 )               (54 )                 3                (147 )
Product mix                                       3,654              (2,362 )            (1,292 )                 -

Total increase in interest and fee income $ 99,698 $ (24,899 ) $ (6,489 ) $ 68,310

The $68.3 million increase in interest and fee income in 2022 compared to 2021
was primarily driven by growth of our average net finance receivables. This
benefit was partially offset by credit tightening on higher-rate loans, the
intended product mix

Regional Management Corp. | 2022 Annual Report on Form 10-K | 47
--------------------------------------------------------------------------------

shift toward large loans, the economic environment, and the portfolio
composition shift toward higher-credit quality customers with lower interest
rates.


Insurance Income, Net. Insurance income, net increased $8.0 million, or 22.6%,
to $43.5 million in 2022, from $35.5 million in 2021. The increase was inclusive
of revenue reversals of $0.3 million resulting from the loan sale. In both 2022
and 2021, personal property insurance premiums represented the largest component
of aggregate earned insurance premiums, and life insurance claims expense
represented the largest component of direct insurance expenses.

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


                                                    Insurance Premiums and 

Direct Expenses for the Year Ended

                                                                                                YoY $            YoY %
Dollars in thousands                      December 31, 2022         December 31, 2021            B(W)            B(W)
Earned premiums                          $            60,190       $            53,218       $      6,972           13.1 %
Claims, reserves, and certain direct
expenses                                             (16,688 )                 (17,736 )            1,048            5.9 %
Insurance income, net                    $            43,502       $            35,482       $      8,020           22.6 %


Earned premiums during 2022 increased by $7.0 million, and claims, reserves, and
certain direct expenses decreased by $1.0 million compared to 2021. The increase
in earned premiums was primarily due to portfolio growth. The decrease in
claims, reserves, and certain direct expenses compared to 2021 was primarily due
to decreases in life insurance claims.

Other Income. Other income increased $2.5 million, or 24.3%, to $12.8 million in
2022, from $10.3 million during 2021, primarily due to an increase in interest
income from cash reserves of $1.7 million and an increase in late charges of
$1.5 million from portfolio growth, partially offset by a decrease in sales of
our auto club product of $0.8 million.

Provision for Credit Losses. Our provision for credit losses increased $96.1
million, or 108.0%, to $185.1 million in 2022, from $89.0 million in 2021. The
increase was due to an increase in net credit losses of $85.9 million and an
increase in the allowance for credit losses of $10.2 million compared to the
prior-year period. Certain segments of our higher-risk, higher-rate customers
were particularly adversely impacted by inflation in 2022. Earlier in 2022, we
eliminated one higher-risk, higher-rate digital affiliate and two higher-risk,
higher-rate segments within our direct mail program. Loans originated through
the eliminated affiliate and direct mail segments contributed 20 basis points to
our contractual delinquency rate as of December 31, 2022, and 80 basis points to
our net credit loss ratio in 2022. 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:

                                                          Allowance for Credit Losses for the
                                                                      Year Ended
Dollars in thousands                                  December 31, 2022        December 31, 2021
Beginning balance                                     $          159,300       $          150,000
Macroeconomic reserve build (release)                              3,700                  (16,000 )
General reserve build due to portfolio change                     15,800                   25,300
Ending balance                                        $          178,800    

$ 159,300
Allowance for credit losses as a percentage of net
finance receivables

                                                 10.5 %                   11.2 %


As of December 31, 2022, our allowance for credit losses included $20.7 million
of reserves associated with estimated future macroeconomic impacts on credit
losses. The allowance for credit losses included a build of $15.8 million
associated with portfolio growth (inclusive of an $11.8 million release
associated with the loan sale during 2022) compared to a build of $25.3 million
associated with portfolio growth in 2021. The allowance for credit losses as a
percentage of finance receivables decreased to 10.5% as of December 31, 2022,
from 11.2% as of the prior-year period. See Note 4, "Finance Receivables, Credit
Quality Information, and Allowance for Credit Losses" of the Notes to
Consolidated Financial Statements in Part II, Item 8, "Financial Statements and
Supplementary Data," for additional information regarding our allowance for
credit losses.

Net Credit Losses. Net credit losses increased $85.9 million, or 107.8%, to
$165.6 million in 2022, from $79.7 million in 2021. The increase was primarily
due to higher average net finance receivables, credit normalization, the impact
of inflation on our customers, and the net credit losses attributable to the
loan sale. Net credit losses as a percentage of average net finance receivables
were 10.8% in 2022, compared to 6.6% in 2021. Loans originated through the
eliminated affiliate and direct mail


Regional Management Corp. | 2022 Annual Report on Form 10-K | 48
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segments contributed 80 basis points to our net credit loss ratio in 2022. The
loan sale also increased our net credit loss ratio by 80 basis points in 2022.


Delinquency Performance. Our contractual delinquency as a percentage of net
finance receivables increased to 7.1% as of December 31, 2022, from 6.0% as of
December 31, 2021, due to the macroeconomic environment, partially offset by the
loan sale benefit of 90 basis points. Contractual delinquencies as a percentage
of net finance receivables as of December 31, 2022, included a 20 basis point
impact from one higher-risk, higher-rate digital affiliate and two higher-risk,
higher-rate segments within our direct mail program that were particularly
adversely impacted by inflation.

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

                                         Contractual Delinquency by Aging
Dollars in thousands               December 31, 2022           December 31, 2021
Current                         $ 1,431,502        84.2 %   $ 1,237,165        86.7 %
1 to 29 days past due               148,048         8.7 %       104,201         7.3 %
Delinquent accounts:
30 to 59 days                        36,208         2.2 %        25,283         1.9 %
60 to 89 days                        31,352         1.8 %        20,395         1.4 %
90 to 119 days                       24,293         1.4 %        15,962         1.0 %
120 to 149 days                      16,257         1.0 %        12,466         0.9 %
150 to 179 days                      11,733         0.7 %        10,785         0.8 %
Total contractual delinquency   $   119,843         7.1 %   $    84,891         6.0 %
Total net finance receivables   $ 1,699,393       100.0 %   $ 1,426,257       100.0 %



                                        Contractual Delinquency by Product
Dollars in thousands               December 31, 2022           December 31, 2021
Small loans                     $     43,703         9.1 %   $    39,794        8.9 %
Large loans                           75,349         6.2 %        44,348        4.6 %
Retail loans                             791         8.2 %           749        7.1 %
Total contractual delinquency   $    119,843         7.1 %   $    84,891        6.0 %


General and Administrative Expenses. Our general and administrative expenses
increased $27.0 million, or 13.8%, to $222.5 million in 2022 from $195.5 million
in 2021. The absolute dollar increase in general and administrative expenses is
explained in greater detail below.

Personnel. The largest component of general and administrative expenses is
personnel expense, which increased $21.4 million, or 17.9%, to $141.2 million in
2022, from $119.8 million in 2021. We had several offsetting increases and
decreases in personnel expenses during 2022. Labor expenses and incentive costs
increased $24.8 million and $0.6 million, respectively, compared to 2021.
Capitalized loan origination costs, which reduce personnel expenses, increased
by $2.6 million compared to 2021 due to an increase in loans originated.

Occupancy. Occupancy expenses decreased $0.3 million, or 1.3%, to $23.8 million
in 2022, from $24.1 million in 2021. The decrease was primarily due to lower
branch optimization costs of $0.2 million.

Marketing. Marketing expenses increased $1.0 million, or 6.8%, to $15.4 million
in 2022, from $14.4 million in 2021. The increase was primarily due to higher
digital marketing costs of $0.9 million and increased activity in our direct
mail campaigns of $0.2 million to support growth.

Other Expenses. Other expenses increased $4.9 million, or 13.3%, to $42.1
million in 2022, from $37.2 million in 2021, primarily due to increased
investment in digital and technological capabilities of $2.4 million and
increased travel expenses of $0.9 million. Additionally, we often experience
increases in other expenses including legal and settlement expenses, external
fraud, collections expense, bank fees, and certain professional expenses as we
grow our loan portfolio and expand our market footprint.

Operating Expense Ratio. Our operating expense ratio decreased by 1.6% to 14.5%
during 2022, from 16.1% during 2021. Our operating expense ratio has declined as
we have grown our loan portfolio and controlled expense growth.


Regional Management Corp. | 2022 Annual Report on Form 10-K | 49
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Interest Expense. Interest expense on debt increased $2.9 million, or 9.2%, to
$34.2 million in 2022, from $31.3 million in 2021. The increase was primarily
due to an increase in the average balance of our debt facilities, partially
offset by a decrease in our average cost of debt. The average cost of debt
decreased 0.70% to 2.89% in 2022, from 3.59% in 2021, primarily driven by a
$10.4 million increase in the fair value of our interest rate caps and partially
offset by increased variable rate funding costs. The average balance of our debt
facilities increased to $1.2 billion during 2022, from $873.2 million during
2021.

Income Taxes. Income taxes decreased $9.7 million, or 40.7%, to $14.1 million in
2022, from $23.8 million in 2021. The decrease was primarily due to a $47.2
million decrease in income before taxes compared to 2021. Our effective tax rate
increased to 21.6% in 2022, compared to 21.1% in 2021. Fiscal 2022 was impacted
by tax benefits from the exercise and vesting of share-based awards and a
research and development tax credit. The effective tax rate for 2021 was
impacted by the tax benefits from the exercise and vesting of share-based awards
and amended state tax returns.

Comparison of the Year Ended December 31, 2021, Versus the Year Ended
December 31, 2020


For a comparison of our results of operations for the years ended December 31,
2021 and December 31, 2020, see Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 (which was filed with
the Securities and Exchange Commission on March 4, 2022), which is incorporated
by reference herein.

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 December 31, 2022,
we had a funded debt-to-equity ratio (debt divided by total stockholders'
equity) of 4.4 to 1.0 and a stockholders' equity ratio (total stockholders'
equity as a percentage of total assets) of 17.9%.

Cash and cash equivalents decreased to $3.9 million as of December 31, 2022,
from $10.5 million as of December 31, 2021. As of December 31, 2022 and December
31, 2021 we had $97.6 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
$555.1 million and $556.8 million as of December 31, 2022 and 2021,
respectively. Our total debt increased to $1.4 billion as of December 31, 2022,
from $1.1 billion as of December 31, 2021.

A summary of the future material financial obligations requiring repayments as
of December 31, 2022 is as follows:

                                                Future Material Financial Obligations by Period
                                               Next Twelve        Beyond Twelve
Dollars in thousands                             Months              Months              Total

Principal payments on debt obligations $ 32,174 $ 1,320,129 $ 1,352,303
Interest payments on debt obligations

                59,092              97,328            156,420
Operating lease obligations                           8,525              35,055             43,580
Total                                         $      99,791       $   1,452,512       $  1,552,303


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 March 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.

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.

Regional Management Corp. | 2022 Annual Report on Form 10-K | 50
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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. In May 2022, we completed the stock repurchase
program.

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 2022:

Dividends Declared Per

Period Declaration Date Record Date Payment Date

        Common Share
1Q 22             February 9, 2022   February 23, 2022     March 16, 2022     $                   0.30
2Q 22               May 4, 2022        May 25, 2022        June 15, 2022      $                   0.30
3Q 22              August 3, 2022     August 24, 2022    September 15, 2022   $                   0.30
4Q 22             November 1, 2022   November 23, 2022   December 14, 2022    $                   0.30
Total                                                                         $                   1.20


The Board declared and paid $11.8 million of cash dividends on our common stock
during 2022. See Note 19, "Subsequent Events" of the Notes to Consolidated
Financial Statements in Part II, Item 8, "Financial Statements and Supplementary
Data," for information regarding our quarterly cash dividend following the end
of the year.

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 in 2022 was
$224.3 million, compared to $189.0 million provided by operating activities in
2021, an increase of $35.3 million. The increase was primarily due to the growth
in our business described above, which produced an increase in net income,
before provision for credit losses.

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 in 2022 was $447.3 million, compared to $355.1 million in
2021, an increase in cash used of $92.2 million. The increase in cash used was
primarily due to increased originations of finance receivables and the purchase
of restricted available-for-sale investments.

Financing Activities. Financing activities consist of borrowings and payments on
our outstanding indebtedness. In 2022, net cash provided by financing activities
was $205.6 million, compared to net cash provided by financing activities of
$243.4 million in 2021, a decrease of $37.8 million. The decrease in cash
provided was the result of a $92.9 million net decrease in advances on debt
instruments and an increase in cash dividends of $1.8 million, partially offset
by a decrease in the repurchase of common stock of $46.8 million, a decrease in
taxes paid of $7.0 million, and a decrease in payments for debt issuance costs
of $3.3 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 $147.5 million as of December 31,
2022, and the facility matures in September 2024. Excluding the receivables held
by our variable interest entities (each, a "VIE"), 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, 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 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 7.22% at
December 31, 2022. We pay an unused line fee between 0.50% and 1.00% based on
the outstanding balance. As of December 31, 2022, we had $49.2 million of
immediate availability to draw down cash under the facility and held $3.9
million in unrestricted cash.


Regional Management Corp. | 2022 Annual Report on Form 10-K | 51
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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 I, 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 $112.2 million
and $107.7 million as of December 31, 2022 and 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. Distribution from the SPEs to the Company
are permitted under the debt arrangements.

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 I, 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, 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). 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.

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. The effective interest rate was 7.00%
at December 31, 2022. RMR II pays an unused commitment fee between 0.35% and
0.85% based upon the average daily utilization of the facility. RMR II had $20.2
million of immediate availability to draw down cash under the facility. As of
December 31, 2022, our debt under the credit facility was $0.2 million.

RMR IV Revolving Warehouse Credit Facility. In April 2021, we and our
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 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.

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 6.57% at December 31,
2022. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon
the average daily utilization of the facility. As of December 31, 2022, our debt
under the credit facility was $18.1 million.


Regional Management Corp. | 2022 Annual Report on Form 10-K | 52
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RMR V Revolving Warehouse Credit Facility. In April 2021, we and our
wholly-owned SPE, Regional Management Receivables V, LLC ("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 our wholly owned SPE, 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 7.62% at
December 31, 2022. 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 $28.1
million of immediate availability to draw down cash under the facility. As of
December 31, 2022, our debt under the credit facility was $0.3 million.

RMIT 2020-1 Securitization. In September 2020, we, our wholly-owned SPE,
Regional Management Receivables III, LLC ("RMR III"), and our 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 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 December 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
December 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, 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 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 December 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 December 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, 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 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 December 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
December 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, 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 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 December 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 December 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, Regional Management Issuance Trust 2022-1
("RMIT 2022-1"), completed a private offering and sale of $250 million of
asset-backed


Regional Management Corp. | 2022 Annual Report on Form 10-K | 53
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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 December 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 December 31, 2022, 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 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 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 the 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 December 31, 2022. 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 December 31, 2022, our debt under the securitization was
$184.3 million.

See Note 19, "Subsequent Events" of the Notes to Consolidated Financial
Statements in Part II, Item 8, "Financial Statements and Supplementary Data,"
for information regarding the addition of a revolving credit facility following
the end of the fiscal year.

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. At December 31, 2022, we were in compliance with all debt
covenants.

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
December 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 $1.2 million as of December
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
December 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 $1.1 million as of December
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
December 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 $2.3 million as of December
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 $13.7 million as of December 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 $22.2 million as of December 31, 2022.


Regional Management Corp. | 2022 Annual Report on Form 10-K | 54
--------------------------------------------------------------------------------



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 $16.5 million as of December 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 $16.6 million as of December 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 December 31, 2022.

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 $17.2 million as of December 31, 2022.

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 December 31, 2022, cash reserves for reinsurance
were $1.9 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 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.

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


Regional Management Corp. | 2022 Annual Report on Form 10-K | 55
--------------------------------------------------------------------------------

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. As of December 31,
2022 and December 31, 2021, we had $20.7 million and $17.0 million in
macroeconomic reserves, 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 moderate recession that would have increased our reserves as
of December 31, 2022 by $0.9 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.


Regional Management Corp. | 2022 Annual Report on Form 10-K | 56
--------------------------------------------------------------------------------

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Reports from University of Economics Ho Chi Minh City Highlight Recent Research in Risk Management (Firm Risk and Tax Avoidance in Vietnam: Do Good Board Characteristics Interfere Effectively?): Insurance – Risk Management

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