Regional Management Corp. (Form: 8-K, Received: 02/10/2021 16:47:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2021

Regional Management Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-35477		57-0847115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

979 Batesville Road, Suite B

Greer, South Carolina 29651

(Address of principal executive offices) (zip code)

(864) 448-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.10 par value		RM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On February 9, 2021, Regional Management Corp. (the “Company”) and certain of its subsidiaries entered into the Second Amendment to Seventh Amended and Restated Loan and Security Agreement (the “Second Amendment”), among the Company and its subsidiaries named as borrowers therein (collectively with the Company, the “Revolving Borrowers”), the financial institutions named as lenders therein (the “Revolving Lenders”), and Wells Fargo Bank, National Association, as agent (the “Revolving Agent”). The Second Amendment amends the Seventh Amended and Restated Loan and Security Agreement, dated as of September 20, 2019 (the “Loan Agreement”), among the Revolving Borrowers, the Revolving Lenders, and the Revolving Agent. The Loan Agreement was previously filed with the Securities and Exchange Commission (the “SEC”) by the Company on September 20, 2019 as Exhibit 10.1 on Form 8-K.

The Second Amendment amends the Loan Agreement to permit up to $20,000,000 in additional distributions through July 31, 2022 and make certain clarifying changes to the existing distributions covenant in the Loan Agreement.

For a complete description of the terms of the Second Amendment, see Exhibit 10.1 hereto. The foregoing description is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Second Amendment, which is incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

On February 10, 2021, the Company issued a press release announcing financial results for the three and twelve months ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On February 10, 2021, the Company will host a conference call to discuss financial results for the three and twelve months ended December 31, 2020. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

All information in the press release and the presentation is furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2021 (the “Grant Date”), following consultation with its independent compensation consultant, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved certain compensation arrangements with respect to the Company’s named executive officers and Ms. Rana (together, the “Officers”), as described below.

The Committee granted the following awards to certain of the Officers under the Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017) (the “2015 Plan”): (i) nonqualified stock options, (ii) performance-contingent restricted stock units (“RSUs”), (iii) cash-settled performance units (“performance units”), and (iv) restricted stock, in each case subject to the terms of the 2015 Plan and the applicable award agreement.

The Officers, other than Ms. Rana, were each granted a nonqualified stock option, subject to a Nonqualified Stock Option Agreement (the “NQSO Agreement”), to purchase such number of shares of the Company’s common stock as may be determined by dividing the value of the grant (as described below) by the fair value of each option share (calculated on or as close in time as practicable to the Grant Date in accordance with GAAP using the Black-Scholes option pricing model) as follows: Mr. Beck: $560,000; Mr. Schachtel: $160,500; and Mr. Fisher: $150,000. The option price of each option is equal to the fair market value of the Company’s common stock on the Grant Date, and each option has a 10-year term, with one-third of the shares subject to each option vesting on each of December 31, 2021, December 31, 2022, and December 31, 2023, subject to the executive’s continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2015 Plan or the NQSO Agreement, the form of which was previously filed with the SEC.

The Officers were each granted RSUs with the target number of units calculated by dividing the value of the grant by the closing price of the Company’s common stock on the Grant Date, based upon grants of the following values: Mr. Beck: $560,000; Ms. Rana: $166,250; Mr. Schachtel: $160,500; and Mr. Fisher: $150,000. The actual number of RSUs, if any, that may be earned may range from 0% to 150% of the target number of units and will be based on achievement of (i) the Company’s compound annual growth rate of net income compared to the compound annual growth rate of net income for the Company’s peer group and (ii) each such executive’s and the Company’s overall performance, in each case over the performance period, January 1, 2021 through December 31, 2023, and the continued employment of each such executive through December 31, 2023, or as otherwise provided in the 2015 Plan or the Performance-Contingent Restricted Stock Unit Award Agreement, the form of which was previously filed with

the SEC.

The Officers were each granted the following number of performance units with a target value of $1.00 per performance unit: Mr. Beck: 560,000; Ms. Rana: 166,250; Mr. Schachtel: 160,500; and Mr. Fisher: 150,000. The actual value of the performance units, if any, that may be earned may range from 0% to 150% of the target value and will be based on achievement of (i) the Company’s compound annual growth rate of basic earnings per share compared to the compound annual growth rate of basic earnings per share for the Company’s peer group and (ii) each such executive’s and the Company’s overall performance, in each case over the performance period, January 1, 2021 through December 31, 2023, and the continued employment of each such executive through December 31, 2023, or as otherwise provided in the 2015 Plan or the Cash-Settled Performance Unit Award Agreement, the form of which was previously filed with the SEC.

The Officers, other than Ms. Rana, were each granted restricted stock, subject to a Restricted Stock Award Agreement (“RSA Agreement”), with the number of shares calculated by dividing the value of the grant by the fair market value of the Company’s common stock on the Grant Date, based upon grants of the following values: Mr. Beck: $560,000; Mr. Schachtel: $160,500; and Mr. Fisher: $150,000. One-third of the shares subject to each award shall vest on each of December 31, 2021, December 31, 2022, and December 31, 2023, subject to the executive’s continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2015 Plan or the RSA Agreement, the form of which was previously filed with the SEC.

Item 8.01. Other Events.

On February 10, 2021, the Company also announced that the Board has declared a quarterly cash dividend of $0.20 per share of outstanding common stock, payable on March 12, 2021 to stockholders of record as of the close of business on February 23, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Second Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of February 9, 2021, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent.
99.1		Press Release issued by Regional Management Corp. on February 10, 2021, announcing financial results for Regional Management Corp. for the three and twelve months ended December 31, 2020.
99.2		Presentation of Regional Management Corp., dated February 10, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	Regional Management Corp.

Date: February 10, 2021	By:	/s/ Harpreet Rana
	Name:	Harpreet Rana
	Title:	EVP and Chief Financial Officer

Exhibit 10.1

SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

This Second Amendment to Seventh Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of February 9, 2021 by and among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Wells Fargo Bank, National Association, a national banking association (in its capacity as agent, together with its successors and permitted assigns in such capacity, the “Agent”), and Regional Management Corp., a Delaware corporation (“Regional” or “Borrower Agent”), Regional Finance Corporation of South Carolina, a South Carolina corporation (“RFCSC”), Regional Finance Corporation of Georgia, a Georgia corporation (“RFCG”), Regional Finance Corporation of Texas, a Texas corporation (“RFCTX”), Regional Finance Corporation of North Carolina, a North Carolina corporation (“RFCNC”), Regional Finance Corporation of Alabama, an Alabama corporation (“RFCA”), Regional Finance Corporation of Tennessee, a Tennessee corporation (“RFCTN”), Regional Finance Company of New Mexico, LLC, a Delaware limited liability company (“RFCNM”), Regional Finance Company of Oklahoma, LLC, a Delaware limited liability company (“RFCO”), Regional Finance Company of Missouri, LLC, a Delaware limited liability company (“RFCM”), Regional Finance Company of Georgia, LLC, a Delaware limited liability company (“RFCGLLC”), RMC Financial Services of Florida, LLC, a Delaware limited liability company (“RFCF”), Regional Finance Company of Louisiana, LLC, a Delaware limited liability company (“RFCL”), Regional Finance Company of Mississippi, LLC, a Delaware limited liability company (“RFCMISS”), Regional Finance Company of Kentucky, LLC, a Delaware limited liability company (“RFCK”), Regional Finance Company of Virginia, LLC, a Delaware limited liability company (“RFCV”), Regional Finance Corporation of Wisconsin, a Wisconsin corporation (“RFCW"), and Regional Finance Company of Illinois, LLC, a Delaware limited liability company (“RFCI”; and together with Regional, RFCSC, RFCG, RFCTX, RFCNC, RFCA RFCTN, RFCNM, RFCO, RFCM, RFCGLLC, RFCF, RFCL, RFCMISS, RFCK, RFCV and RFCW, together with any other borrower

joined hereto from time to time pursuant to the terms of this Agreement, are herein collectively referred to as the “Borrowers” and individually referred to as a “Borrower”).

BACKGROUND

A.Borrowers, Lenders, and Agent are parties to a certain Seventh Amended and Restated Loan and Security Agreement dated as of September 20, 2019 (as amended or modified from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Loan Agreement.

B.Borrowers have requested and Agent and Lenders have agreed to amend the Loan Agreement in certain respects, all on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby promise and agree as follows:

1.Amendment. Upon the effectiveness of this Amendment the Loan Agreement is hereby amended as follows:

(a)Prohibition on Distributions; Payment of Certain Debt; Equity Capital Changes. Section 8.12 of the Loan Agreement is amended and restated as follows:

8.12 Prohibition on Distributions; Payment of Certain Debt; Equity Capital Changes. Borrowers shall not, without Agent’s prior written consent, directly or indirectly:

(a)declare or make any Distribution, except for:

(i)Distributions by a Subsidiary of a Borrower to such Borrower or by a Borrower to another Borrower;

(ii)Distributions used to pay employees’, officers’ (if any) and managing members’ compensation, fees and expenses, including but not limited to (1) policy premiums related to officers liability insurance, and (2) payments under any employment agreement or non-competition agreement not to exceed $1,000,000 in the aggregate in any Fiscal Year for all of the foregoing items in this clause (ii)(2), to the extent such fees, expenses and payments relate to the ordinary course of business of Regional, the other Borrowers and their Subsidiaries;

(iii)issuances of stock options and other equity interests to directors, officers and employees pursuant to any Management Incentive Plan then in effect;

(iv)(x) so long as no Event of Default exists or would result therefrom, cash payments made in connection with such Management Incentive Plan and repurchases of stock options and other equity interests of directors, officers and employees pursuant to a Management Incentive Plan then in effect, and (y) during the existence of an Event of Default, cash payments made in connection with such Management Incentive Plan and repurchases of stock options and other equity interests of directors, officers and employees pursuant to a Management Incentive Plan then in effect in an aggregate amount, in the case of this clause (iv)(y), not to exceed $1,000,000 in any fiscal quarter;

(v)so long as no Event of Default exists or would result therefrom, Distributions from Regional to its shareholders, including repurchases of outstanding equity interests on the applicable market exchange; provided, however, that Distributions under clauses (iv) and (v) of this Section 8.12(a) shall not, in the aggregate, at the time of such Distribution, exceed the sum of (X) 50% of Net Income of Regional Management calculated for the period of eight (8) consecutive fiscal quarters most recently ended for which financial statements have been delivered under Section 9.1(a)(2) or (3), plus (Y) additional Distributions during the period commencing February 9, 2021 and continuing to and including July 31, 2022, not to exceed $20,000,000; provided, further, however, that the consent of Majority Lenders is required to permit Borrowers to make the Distributions in such clauses (iv) and (v) above to stockholders if: (1) before or after giving effect to such Distribution, Hypothetical Availability is 15% or less of the Credit Facility Exposure, or (2) the proposed Distribution is for an amount in excess of the amounts permitted by clauses (X) and (Y) above;

(b)make any change in its capital equity structure which would cause any Borrower or Guarantor to fail to be a wholly-owned direct Subsidiary of Regional (or of a Borrower that is a wholly-owned direct Subsidiary of Regional); provided that this clause (b) shall not be deemed to prohibit any transaction permitted by Section 8.19; or

(c)make any payments (whether voluntary or mandatory) to effect a repurchase, reassignment, reallocation and/or distribution of any Contracts subject to

a Permitted Facility, in each case, other than pursuant to a Permitted Transfer.

2.Effectiveness Conditions. This Amendment shall be effective upon execution and delivery to Agent by Borrowers and the Required Lenders of this Amendment.

3.Representations and Warranties. Each Borrower represents and warrants to Agent and Lenders that as of the date hereof:

(a)The representations and warranties of each Borrower and Guarantor in the Loan Documents are true and correct in all material respects (or in all respects for such representations and warranties that provide for a materiality qualifier therein) on the date of, and upon giving effect to, this Amendment (except for representations and warranties that expressly relate to an earlier date).

(b)The execution and delivery by each Borrower of this Amendment and the performance by each of them of the transactions herein and therein contemplated (i) are and will be within such Borrower’s, (ii) have been authorized by all necessary organizational action of such Borrower, and (iii) do not and will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree, determination or award or breach any provisions of the charter, bylaws or other organizational documents of any Borrower.

(c)This Amendment and any assignment, instrument, document, or agreement executed and delivered in connection herewith will be valid, binding and enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d)No Event of Default or Default has occurred and is continuing under the Loan Agreement or any of the other Loan Documents.

4.Representations and Release of Claims. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of any Borrower, any Guarantor or any third party to Agent and Lenders as evidenced by the Loan Documents. Each Borrower hereby acknowledges, agrees, and represents that (a) as of the date of this Amendment, there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Documents or the Obligations created or evidenced by the Loan Documents; (b) as of the date of this Amendment, no Borrower has any claims, offsets, defenses or counterclaims arising from any of Agent’s or any existing or prior Lender’s acts or omissions with respect to the Loan Documents or Agent’s or any existing or prior Lender’s performance under the Loan Documents; and (c) Borrowers jointly and severally promise to pay to the order of Agent and Lenders the indebtedness evidenced by the Notes according to the terms thereof. In consideration of the modification of certain provisions of the Loan Documents, all as herein provided, and the other benefits received by Borrowers hereunder, each Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES Agent and Lenders, and their predecessors, successors, assigns, shareholders, principals, parents, subsidiaries, agents, officers, directors, employees, attorneys and representatives (collectively, the “Released Parties”), of and from any and all present claims, demands, actions and causes of action of any and every kind or character, whether known or unknown, which Borrowers have or may have against the Released Parties arising out of or with respect to any and all transactions occurring prior to the date hereof and relating to the Loan Agreement, the Notes and the other Loan Documents.

5.Collateral. As security for the payment of the Obligations and satisfaction by Borrowers of all covenants and undertakings contained in the Loan Agreement and the Loan Documents, each Borrower reconfirms the first-priority continuing Lien and security interest in all of its right, title, and interest in, to and under all of the Collateral (except with respect to subsection (c) of the definition of Collateral to the extent that granting occurs pursuant to another security agreement or similar document), whether presently existing or hereafter acquired or arising, in

order to secure prompt payment and performance by each Borrower of all its Obligations (other than subsection (c) of the definition of Collateral which granting shall be governed by such other applicable security document). Nothing herein contained is intended to in any manner impair or limit the validity, priority and extent of Agent’s existing security interest in and Liens upon the Collateral.

6.Acknowledgment of Indebtedness and Obligations. Borrowers hereby acknowledge and confirm that, as of the date hereof, Borrowers are jointly and severally liable on the Obligations, without defense, setoff or counterclaim, under the Loan Agreement (in addition to any other indebtedness or obligations owed by Borrowers with respect to Bank Products owing to Agent and Wells Fargo Affiliates).

7.Ratification of Loan Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

8.Governing Law. This Amendment, the Loan Agreement AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE LAWS OF ANOTHER JURISDICTION TO APPLY (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

9.Counterparts. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment; provided, that, in any event, each party hereto shall promptly deliver a manually executed counterpart of this Amendment to Agent. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal validity

and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

SIGNATURES ON FOLLOWING PAGES

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

BORROWERS

REGIONAL MANAGEMENT CORP.

REGIONAL FINANCE CORPORATION OF SOUTH CAROLINA

REGIONAL FINANCE CORPORATION OF GEORGIA

REGIONAL FINANCE CORPORATION OF TEXAS

REGIONAL FINANCE CORPORATION OF NORTH CAROLINA

REGIONAL FINANCE CORPORATION OF ALABAMA

REGIONAL FINANCE CORPORATION OF TENNESSEE

REGIONAL FINANCE COMPANY OF OKLAHOMA, LLC

REGIONAL FINANCE COMPANY OF NEW MEXICO, LLC

REGIONAL FINANCE COMPANY OF MISSOURI, LLC

REGIONAL FINANCE COMPANY OF GEORGIA, LLC

REGIONAL FINANCE COMPANY OF MISSISSIPPI, LLC

REGIONAL FINANCE COMPANY OF LOUISIANA, LLC

RMC FINANCIAL SERVICES OF FLORIDA, LLC

REGIONAL FINANCE COMPANY OF KENTUCKY, LLC

REGIONAL FINANCE COMPANY OF VIRGINIA, LLC

Regional Finance Corporation of Wisconsin

Regional Finance Company of Illinois, LLC

By: /s/ Harp Rana

Name: Harp Rana

Title: Executive Vice President and Chief Financial Officer

AGENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Agent

By: /s/ William M. Laird

Name: William M. Laird

Title: Senior Vice President – Portfolio Manager

LENDERS

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ William M. Laird

Name: William M. Laird

Title: Senior Vice President – Portfolio Manager

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Kevin W. Corcoran

Name: Kevin W. Corcoran

Title: Vice President

BMO HARRIS FINANCING, INC.,

as a Lender

By: /s/ Daniel A. Ryan

Name: Daniel A. Ryan

Title: Vice President

FIRST HORIZON BANK, f/k/a First Tennessee Bank National Association,

as a Lender

By: /s/ Rachel Hayes

Name: Rachel Hayes

Title: Vice President

TEXAS CAPITAL BANK, N.A.,

as a Lender

By: /s/ Stephanie Bowman

Name: Stephanie Bowman

Title: Senior Vice President

SYNOVUS BANK,

as a Lender

By: /s/ Michael Sawicki

Name: Michael Sawicki

Title: Director

BANKUNITED, N.A.,

as a Lender

By: /s/ Brian Scott

Name: Brian Scott

Title: Vice President, Corporate Lender

AXOS BANK,

as a Lender

By: /s/ David Park

Name: David Park

Title: Senior Vice President

Exhibit 99.1

Regional Management Corp. Announces Fourth Quarter 2020 Results

- Net income of $14.3 million and diluted earnings per share of $1.28 -

- Net finance receivables growth of $76.7 million, or 7.2%, quarter-over-quarter -

- Stable 30+ day contractual delinquencies of 5.3% as of December 31, 2020 -

Greenville, South Carolina – February 10, 2021 – Regional Management Corp. (NYSE: RM), a diversified consumer finance company, today announced results for the fourth quarter ended December 31, 2020.

“We delivered outstanding portfolio growth and profitability in the fourth quarter, further validating the sustainability of our omni-channel operating model and our team’s ability to execute across the board,” said Robert W. Beck, President and Chief Executive Officer of Regional Management Corp. “Our new initiatives and customer service offerings enabled us to grow our core loan portfolio by $80 million in the quarter and by $19 million in 2020, a notable achievement in a challenging environment. At the same time, we kept 30+ day delinquencies stable, indicative of the resiliency of our customer base and our strong underwriting capabilities.”

“Looking ahead, we remain focused on expanding our market share, maintaining the credit quality of our loan portfolio, and extending our competitive advantages,” added Mr. Beck. “Over the next 18 months, we will acquire new customers through innovation and geographic expansion. We are investing in digital initiatives that will improve the online prequalification experience for our applicants, enable online closing and electronic funding of loans to new and existing customers, and evolve our customer engagement with the introduction of a mobile app and an upgraded online portal. In parallel, we will expand our operations into four to five new states, making our valuable product set available to millions of new consumers.”

“In summary, we remain confident in our ability to create long-term value and generate excess capital to return to our shareholders,” said Mr. Beck. “The future is bright for all of Regional’s stakeholders.”

Fourth Quarter 2020 Highlights

•

Net income for the fourth quarter of 2020 was $14.3 million and diluted earnings per share was $1.28, compared to net income of $15.7 million and diluted earnings per share of $1.38 in the prior-year period.

•

Net finance receivables as of December 31, 2020 were $1.1 billion, an increase of 7.2%, or $76.7 million, from September 30, 2020, and an increase of 0.3%, or $2.9 million, from the prior-year period.

Total core small and large loan net finance receivables increased $79.6 million, or 7.7%, on a quarter-over-quarter basis, and $18.6 million, or 1.7%, compared to the prior-year period.

Large loan net finance receivables of $715.2 million increased $83.1 million, or 13.2%, from the prior-year period and represented 62.9% of the total loan portfolio. Small loan net finance receivables were $403.1 million, a decrease of 13.8% from the prior-year period.

Originated $358.7 million of loans in the fourth quarter of 2020, comparable to the prior-year period and up nearly $50.7 million, or 16.4%, from the third quarter of 2020.

•

Total revenue for the fourth quarter of 2020 was $97.4 million, a decrease of $0.5 million, or 0.6%, from the prior-year period.

Interest and fee income decreased $0.9 million, or 1.1%, primarily due to the intended product mix shift toward large loans and the portfolio composition shift toward higher credit quality customers with slightly lower interest rates due to enhanced credit standards during the pandemic.

Insurance income, net increased $1.3 million, or 20.4%, driven by an increase in premium revenue and a decrease in non-file insurance claims expense.

Other income decreased $0.9 million, or 25.7%, driven by lower late fees on low delinquency levels.

•

Provision for credit losses for the fourth quarter of 2020 was $24.7 million, a decrease of $1.3 million, or 5.1%, from the prior-year period. The provision for credit losses included a release in the allowance for credit losses of $1.5 million related to the expected economic impact of the COVID-19 pandemic and a $7.5 million incremental build in reserves related to portfolio growth.

Allowance for credit losses was $150.0 million as of December 31, 2020, including a $30.4 million allowance for credit losses associated with COVID-19. The company’s macroeconomic model assumes an unemployment rate of 9% at the end of 2021.

•

Annualized net credit losses as a percentage of average net finance receivables for the fourth quarter of 2020 were 6.9%, a 210 basis point improvement compared to 9.0% in the prior-year period.

•

30+ day contractual delinquencies as of December 31, 2020 totaled $60.5 million, or 5.3% of net finance receivables, compared to 7.0% in the prior-year period. As of December 31, 2020, approximately 61% of the company’s total portfolio had been originated since April 2020, the vast majority of which was subject to enhanced credit standards deployed following the outset of the pandemic.

•

In December 2020, 2.2% of customer accounts were renewed or deferred under internal borrower assistance programs, which is comparable to the average over the 12 months preceding the pandemic.

•	General and administrative expenses for the fourth quarter of 2020 were $44.8 million, an increase of $3.9 million, or 9.5%, from the prior-year period, primarily driven by investment in digital capabilities and increased marketing to support the company’s growth initiatives.

•	The operating expense ratio (annualized general and administrative expenses as a percentage of average net finance receivables) for the fourth quarter of 2020 was 16.4%, an increase of 150 basis points compared to the prior-year period.

•

As of December 31, 2020, the company had total unused capacity on its revolving credit facilities of $438 million, subject to the borrowing base, and available liquidity of $194 million, including unrestricted cash on hand and immediate availability to draw down cash from its revolving credit facilities.

•	For the fourth quarter of 2020, the company repurchased 435,116 shares of its common stock at a weighted-average price of $27.58 per share under the company’s $30 million stock repurchase program.

•

Subsequent to the fourth quarter of 2020, the company priced an approximate $250 million securitization at a record-low weighted-average coupon of 2.08%. Proceeds from the securitization will be used to retire the company’s RMIT 2018-2 securitization, which had a weighted average coupon of 4.87%, thus reducing the company’s cost of capital. The securitization is expected to close on or around February 18, 2021, subject to the satisfaction of customary closing conditions.

•

Subsequent to the fourth quarter of 2020, the company also amended its ABL facility to provide an additional $20 million of flexibility to return capital to shareholders in the future, whether through dividends or share repurchases.

First Quarter 2021 Dividend

Regional’s Board of Directors has declared a dividend of $0.20 per common share for the first quarter of 2021. The dividend will be paid on March 12, 2021 to shareholders of record as of the close of business on February 23, 2021.

The declaration and payment of any future dividend is subject to the discretion of Regional’s Board of Directors and will depend on a variety of factors, including the company’s financial condition and results of operations.

Liquidity and Capital Resources

As of December 31, 2020, the company had net finance receivables of $1.1 billion and outstanding long-term debt of $768.9 million ($767.0 million of outstanding debt and $1.9 million of interest payable), consisting of:

•	$286.1 million on its $640.0 million senior revolving credit facility,

•	$42.1 million on its $125.0 million revolving warehouse credit facility, and

•	$440.7 million through its asset-backed securitizations.

The company’s unused capacity on its revolving credit facilities (subject to the borrowing base) was $438 million, or 57.3%, as of December 31, 2020.

The company had a funded debt-to-equity ratio of 2.8 to 1.0 and a stockholders’ equity ratio of 24.7%, each as of December 31, 2020. On a non-GAAP basis, the company had a funded debt-to-tangible equity ratio of 2.9 to 1.0, as of December 31, 2020. Please refer to the reconciliations of non-GAAP measures to comparable GAAP measures included at the end of this press release.

Branch Network

As of December 31, 2020, the company’s branch network consisted of 365 locations. During the full year 2021, subject to the changing economic environment, the company plans to open a net 15 to 20 new branches.

Conference Call Information

Regional Management Corp. will host a conference call and webcast today at 5:00 PM ET to discuss these results.

The dial-in number for the conference call is (855) 327-6837 (toll-free) or (631) 891-4304 (direct). Please dial the number 10 minutes prior to the scheduled start time.

*** A supplemental slide presentation will be made available on Regional’s website prior to the earnings call at www.RegionalManagement.com. ***

In addition, a live webcast of the conference call will be available on Regional’s website at www.RegionalManagement.com.

A webcast replay of the call will be available at www.RegionalManagement.com for one year following the call.

About Regional Management Corp.

Regional Management Corp. (NYSE: RM) is a diversified consumer finance company that provides attractive, easy-to-understand installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other lenders. Regional Management operates under the name “Regional Finance” in 365 branch locations across 11 states in the Southeastern, Southwestern, Mid-Atlantic, and Midwestern United States, as of December 31, 2020. Most of its 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. Regional Management sources loans through its multiple channel platform, which includes branches, centrally-managed direct mail campaigns, digital partners, retailers, and its consumer website. For more information, please visit www.RegionalManagement.com.

Forward-Looking Statements

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent Regional Management Corp.’s expectations or beliefs concerning future events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements speak only as of the date on which they were made and are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. As a result, actual performance and results may differ materially from those contemplated by these forward-looking statements. Therefore, investors should not place undue reliance on forward-looking statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in forward-looking statements include, but are not limited to, the following: changes

in general economic conditions, including levels of unemployment and bankruptcies; the impact of the recent outbreak of a novel coronavirus (COVID-19), including on Regional Management’s access to liquidity and the credit risk of Regional Management’s finance receivable portfolio; risks associated with Regional Management’s ability to timely and effectively implement, transition to, and maintain the necessary information technology systems, infrastructure, processes, and controls to support its operations and initiatives; risks associated with Regional Management’s loan origination and servicing software system, including the risk of prolonged system outages; risks related to opening new branches, including the ability or inability to open new branches as planned; risks inherent in making loans, including credit risk, repayment risk, and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; risks associated with the implementation of new underwriting models and processes, including as to the effectiveness of new custom scorecards; risks relating to Regional Management’s asset-backed securitization transactions; changes in interest rates; the risk that Regional Management’s existing sources of liquidity become insufficient to satisfy its needs or that its access to these sources becomes unexpectedly restricted; changes in federal, state, or local laws, regulations, or regulatory policies and practices, and risks associated with the manner in which laws and regulations are interpreted, implemented, and enforced; changes in accounting standards, rules, and interpretations, and the failure of related assumptions and estimates, including those associated with the implementation of current expected credit loss (CECL) accounting; the impact of changes in tax laws, guidance, and interpretations; the timing and amount of revenues that may be recognized by Regional Management; changes in current revenue and expense trends (including trends affecting delinquencies and credit losses); changes in Regional Management’s markets and general changes in the economy (particularly in the markets served by Regional Management); changes in the competitive environment in which Regional Management operates or a decrease in the demand for its products; the timing and amount of future cash dividend payments; risks related to acquisitions; changes in operating and administrative expenses; and the departure, transition, or replacement of key personnel. The COVID-19 pandemic may also magnify many of these risks and uncertainties.

The foregoing factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not update or revise forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Regional Management is not responsible for changes made to this document by wire services or Internet services.

Contact

Investor Relations
Garrett Edson, (203) 682-8331

investor.relations@regionalmanagement.com

Regional Management Corp. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(in thousands, except per share amounts)

							Better (Worse)												Better (Worse)
	4Q 20			4Q 19			$			%			FY 20			FY 19			$			%
Revenue
Interest and fee income	$	86,845		$	87,784		$	(939	)		(1.1	)%	$	335,215		$	321,169		$	14,046			4.4	%
Insurance income, net		7,889			6,551			1,338			20.4	%		28,349			20,817			7,532			36.2	%
Other income		2,710			3,649			(939	)		(25.7	)%		10,342			13,727			(3,385	)		(24.7	)%
Total revenue		97,444			97,984			(540	)		(0.6	)%		373,906			355,713			18,193			5.1	%

Expenses
Provision for credit losses		24,700			26,039			1,339			5.1	%		123,810			99,611			(24,199	)		(24.3	)%

Personnel		26,979			25,305			(1,674	)		(6.6	)%		109,560			94,000			(15,560	)		(16.6	)%
Occupancy		5,900			5,320			(580	)		(10.9	)%		22,629			22,576			(53	)		(0.2	)%
Marketing		3,984			1,897			(2,087	)		(110.0	)%		10,357			8,206			(2,151	)		(26.2	)%
Other		7,931			8,369			438			5.2	%		33,770			32,202			(1,568	)		(4.9	)%
Total general and administrative		44,794			40,891			(3,903	)		(9.5	)%		176,316			156,984			(19,332	)		(12.3	)%

Interest expense		9,256			10,285			1,029			10.0	%		37,852			40,125			2,273			5.7	%
Income before income taxes		18,694			20,769			(2,075	)		(10.0	)%		35,928			58,993			(23,065	)		(39.1	)%
Income taxes		4,347			5,086			739			14.5	%		9,198			14,261			5,063			35.5	%
Net income	$	14,347		$	15,683		$	(1,336	)		(8.5	)%	$	26,730		$	44,732		$	(18,002	)		(40.2	)%
Net income per common share:
Basic	$	1.32		$	1.44		$	(0.12	)		(8.3	)%	$	2.45		$	3.92		$	(1.47	)		(37.5	)%
Diluted	$	1.28		$	1.38		$	(0.10	)		(7.2	)%	$	2.40		$	3.80		$	(1.40	)		(36.8	)%
Weighted-average common shares outstanding:
Basic		10,882			10,893			11			0.1	%		10,930			11,401			471			4.1	%
Diluted		11,228			11,327			99			0.9	%		11,145			11,773			628			5.3	%
Return on average assets (annualized)		5.4	%		5.6	%								2.5	%		4.3	%
Return on average equity (annualized)		20.8	%		21.1	%								10.0	%		15.4	%

Regional Management Corp. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except par value amounts)

							Increase (Decrease)
	4Q 20			4Q 19			$			%
Assets
Cash	$	8,052		$	2,263		$	5,789			255.8	%
Net finance receivables		1,136,259			1,133,404			2,855			0.3	%
Unearned insurance premiums		(34,545	)		(28,591	)		(5,954	)		(20.8	)%
Allowance for credit losses		(150,000	)		(62,200	)		(87,800	)		(141.2	)%
Net finance receivables, less unearned insurance premiums and allowance for credit losses		951,714			1,042,613			(90,899	)		(8.7	)%
Restricted cash		63,824			54,164			9,660			17.8	%
Lease assets		27,116			26,438			678			2.6	%
Property and equipment		14,458			15,301			(843	)		(5.5	)%
Intangible assets		8,689			9,438			(749	)		(7.9	)%
Deferred tax asset		14,121			619			13,502			2,181.3	%
Other assets		15,882			7,704			8,178			106.2	%
Total assets	$	1,103,856		$	1,158,540		$	(54,684	)		(4.7	)%
Liabilities and Stockholders’ Equity
Liabilities:
Long-term debt	$	768,909		$	808,218		$	(39,309	)		(4.9	)%
Unamortized debt issuance costs		(6,661	)		(9,607	)		2,946			30.7	%
Net long-term debt		762,248			798,611			(36,363	)		(4.6	)%
Accounts payable and accrued expenses		40,284			28,676			11,608			40.5	%
Lease liabilities		29,201			28,470			731			2.6	%
Total liabilities		831,733			855,757			(24,024	)		(2.8	)%
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, none issued or outstanding)		—			—			—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 13,851 shares issued and 10,932 shares outstanding at December 31, 2020 and 13,497 shares issued and 11,013 shares outstanding at December 31, 2019)		1,385			1,350			35			2.6	%
Additional paid-in-capital		105,483			102,678			2,805			2.7	%
Retained earnings		227,343			248,829			(21,486	)		(8.6	)%
Treasury stock (2,919 shares at December 31, 2020 and 2,484 shares at December 31, 2019)		(62,088	)		(50,074	)		(12,014	)		(24.0	)%
Total stockholders’ equity		272,123			302,783			(30,660	)		(10.1	)%
Total liabilities and stockholders’ equity	$	1,103,856		$	1,158,540		$	(54,684	)		(4.7	)%

Regional Management Corp. and Subsidiaries

Selected Financial Data

(Unaudited)

(in thousands, except per share amounts)

	Net Finance Receivables by Product
	4Q 20		3Q 20		QoQ $ Inc (Dec)			QoQ % Inc (Dec)			4Q 19		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	403,062	$	382,785	$	20,277			5.3	%	$	467,613	$	(64,551	)		(13.8	)%
Large loans		715,210		655,932		59,278			9.0	%		632,068		83,142			13.2	%
Total core loans		1,118,272		1,038,717		79,555			7.7	%		1,099,681		18,591			1.7	%
Automobile loans		3,889		4,892		(1,003	)		(20.5	)%		9,640		(5,751	)		(59.7	)%
Retail loans		14,098		15,945		(1,847	)		(11.6	)%		24,083		(9,985	)		(41.5	)%
Total net finance receivables	$	1,136,259	$	1,059,554	$	76,705			7.2	%	$	1,133,404	$	2,855			0.3	%
Number of branches at period end		365		368		(3	)		(0.8	)%		366		(1	)		(0.3	)%
Average net finance receivables per branch	$	3,113	$	2,879	$	234			8.1	%	$	3,097	$	16			0.5	%

	Averages and Yields
	4Q 20					3Q 20					4Q 19
	Average Net Finance Receivables		Average Yield (Annualized)			Average Net Finance Receivables		Average Yield (Annualized)			Average Net Finance Receivables		Average Yield (Annualized)
Small loans	$	387,688		38.4	%	$	377,390		37.7	%	$	458,391		38.1	%
Large loans		683,520		28.5	%		632,106		28.3	%		604,137		28.2	%
Automobile loans		4,360		14.3	%		5,492		13.5	%		10,754		14.7	%
Retail loans		14,908		18.3	%		17,145		18.9	%		25,128		19.4	%
Total interest and fee yield	$	1,090,476		31.9	%	$	1,032,133		31.5	%	$	1,098,410		32.0	%
Total revenue yield	$	1,090,476		35.7	%	$	1,032,133		35.1	%	$	1,098,410		35.7	%

	Components of Decrease in Interest and Fee Income
	4Q 20 Compared to 4Q 19
	Increase (Decrease)
	Volume			Rate			Volume & Rate			Total
Small loans	$	(6,730	)	$	417		$	(65	)	$	(6,378	)
Large loans		5,589			554			73			6,216
Automobile loans		(235	)		(11	)		6			(240	)
Retail loans		(495	)		(70	)		28			(537	)
Product mix		1,237			(1,197	)		(40	)		—
Total decrease in interest and fee income	$	(634	)	$	(307	)	$	2		$	(939	)

	Net Loans Originated (1) (2)
	4Q 20		3Q 20		QoQ $ Inc (Dec)		QoQ % Inc (Dec)			4Q 19		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	159,985	$	144,132	$	15,853		11.0	%	$	180,967	$	(20,982	)		(11.6	)%
Large loans		196,867		162,120		34,747		21.4	%		174,341		22,526			12.9	%
Retail loans		1,891		1,835		56		3.1	%		3,833		(1,942	)		(50.7	)%
Total net loans originated	$	358,743	$	308,087	$	50,656		16.4	%	$	359,141	$	(398	)		(0.1	)%

(1)	Represents the balance of loan origination and refinancing net of unearned finance charges.

(2)	The company ceased originating automobile loans in November 2017.

	Other Key Metrics
	4Q 20			3Q 20			4Q 19
Net credit losses	$	18,700		$	20,089		$	24,739
Percentage of average net finance receivables (annualized)		6.9	%		7.8	%		9.0	%
Provision for loan losses (1)	$	24,700		$	22,089		$	26,039
Percentage of average net finance receivables (annualized)		9.1	%		8.6	%		9.5	%
Percentage of total revenue		25.3	%		24.4	%		26.6	%
General and administrative expenses (2)	$	44,794		$	43,754		$	40,891
Percentage of average net finance receivables (annualized)		16.4	%		17.0	%		14.9	%
Percentage of total revenue		46.0	%		48.3	%		41.7	%
Same store results (3):
Net finance receivables at period-end	$	1,125,507		$	1,049,327		$	1,109,488
Net finance receivable growth rate		0.1	%		(1.5	)%		17.2	%
Number of branches in calculation		347			347			337

(1)	Includes COVID-19 pandemic impacts to provision for credit losses of $(1,500) for both 4Q 20 and 3Q 20.

(2)	Includes non-operating severance costs of $778 for 3Q 20.

(3)	Same store sales reflect the change in year-over-year sales for the comparable branch base. The comparable branch base includes those branches open for at least one year.

	Contractual Delinquency by Aging
	4Q 20				3Q 20				4Q 19
Allowance for credit losses (1)	$	150,000	13.2	%	$	144,000	13.6	%	$	62,200	5.5	%
Current		990,467	87.2	%		929,778	87.8	%		949,204	83.8	%
1 to 29 days past due		85,342	7.5	%		79,838	7.5	%		104,690	9.2	%
Delinquent accounts:
30 to 59 days		18,381	1.6	%		16,105	1.5	%		25,276	2.2	%
60 to 89 days		14,955	1.3	%		11,014	1.0	%		18,781	1.7	%
90 to 119 days		10,496	0.9	%		8,375	0.8	%		13,916	1.2	%
120 to 149 days		9,085	0.8	%		7,967	0.8	%		11,656	1.0	%
150 to 179 days		7,533	0.7	%		6,477	0.6	%		9,881	0.9	%
Total contractual delinquency	$	60,450	5.3	%	$	49,938	4.7	%	$	79,510	7.0	%
Total net finance receivables	$	1,136,259	100.0	%	$	1,059,554	100.0	%	$	1,133,404	100.0	%
1 day and over past due	$	145,792	12.8	%	$	129,776	12.2	%	$	184,200	16.2	%

	Contractual Delinquency by Product
	4Q 20				3Q 20				4Q 19
Small loans	$	27,703	6.9	%	$	22,904	6.0	%	$	42,375	9.1	%
Large loans		31,259	4.4	%		25,489	3.9	%		33,921	5.4	%
Automobile loans		296	7.6	%		337	6.9	%		755	7.8	%
Retail loans		1,192	8.5	%		1,208	7.6	%		2,459	10.2	%
Total contractual delinquency	$	60,450	5.3	%	$	49,938	4.7	%	$	79,510	7.0	%

(1)	Includes incremental COVID-19 allowance for credit losses of $30,400 and $31,900 in 4Q 20 and 3Q 20, respectively.

	Income Statement Quarterly Trend
	4Q 19		1Q 20			2Q 20		3Q 20		4Q 20		QoQ $ B(W)			YoY $ B(W)
Revenue
Interest and fee income	$	87,784	$	86,997		$	80,067	$	81,306	$	86,845	$	5,539		$	(939	)
Insurance income, net		6,551		5,949			7,650		6,861		7,889		1,028			1,338
Other income		3,649		3,128			2,133		2,371		2,710		339			(939	)
Total revenue		97,984		96,074			89,850		90,538		97,444		6,906			(540	)
Expenses
Provision for credit losses		26,039		49,522			27,499		22,089		24,700		(2,611	)		1,339
Personnel		25,305		29,511			26,863		26,207		26,979		(772	)		(1,674	)
Occupancy		5,320		5,227			5,608		5,894		5,900		(6	)		(580	)
Marketing		1,897		1,686			1,438		3,249		3,984		(735	)		(2,087	)
Other		8,369		9,819			7,616		8,404		7,931		473			438
Total general and administrative		40,891		46,243			41,525		43,754		44,794		(1,040	)		(3,903	)
Interest expense		10,285		10,159			9,137		9,300		9,256		44			1,029
Income (loss) before income taxes		20,769		(9,850	)		11,689		15,395		18,694		3,299			(2,075	)
Income taxes		5,086		(3,525	)		4,219		4,157		4,347		(190	)		739
Net income (loss)	$	15,683	$	(6,325	)	$	7,470	$	11,238	$	14,347	$	3,109		$	(1,336	)
Net income (loss) per common share:
Basic	$	1.44	$	(0.58	)	$	0.68	$	1.02	$	1.32	$	0.30		$	(0.12	)
Diluted	$	1.38	$	(0.56	)	$	0.68	$	1.01	$	1.28	$	0.27		$	(0.10	)
Weighted-average shares outstanding:
Basic		10,893		10,897			10,962		10,977		10,882		95			11
Diluted		11,327		11,253			11,013		11,092		11,228		(136	)		99
Net interest margin	$	87,699	$	85,915		$	80,713	$	81,238	$	88,188	$	6,950		$	489
Net credit margin	$	61,660	$	36,393		$	53,214	$	59,149	$	63,488	$	4,339		$	1,828

	Balance Sheet Quarterly Trend
	4Q 19		1Q 20		2Q 20		3Q 20		4Q 20		QoQ $ Inc (Dec)		YoY $ Inc (Dec)
Total assets	$	1,158,540	$	1,078,890	$	1,000,225	$	1,037,559	$	1,103,856	$	66,297	$	(54,684	)
Net finance receivables	$	1,133,404	$	1,102,285	$	1,022,635	$	1,059,554	$	1,136,259	$	76,705	$	2,855
Allowance for credit losses	$	62,200	$	142,400	$	142,000	$	144,000	$	150,000	$	6,000	$	87,800
Long-term debt	$	808,218	$	777,847	$	683,865	$	700,139	$	768,909	$	68,770	$	(39,309	)

	Other Key Metrics Quarterly Trend
	4Q 19			1Q 20			2Q 20			3Q 20			4Q 20			QoQ Inc (Dec)			YoY Inc (Dec)
Interest and fee yield (annualized)		32.0	%		31.0	%		30.5	%		31.5	%		31.9	%		0.4	%		(0.1	)%
Efficiency ratio (1)		41.7	%		48.1	%		46.2	%		48.3	%		46.0	%		(2.3	)%		4.3	%
Operating expense ratio (2)		14.9	%		16.5	%		15.8	%		17.0	%		16.4	%		(0.6	)%		1.5	%
30+ contractual delinquency		7.0	%		6.6	%		4.8	%		4.7	%		5.3	%		0.6	%		(1.7	)%
Net credit loss ratio (3)		9.0	%		10.5	%		10.6	%		7.8	%		6.9	%		(0.9	)%		(2.1	)%
Book value per share	$	27.49		$	22.49		$	23.11		$	24.03		$	24.89		$	0.86		$	(2.60	)

(1)	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.

	Averages and Yields
	FY 20					FY 19
	Average Net Finance Receivables		Average Yield (Annualized)			Average Net Finance Receivables		Average Yield (Annualized)
Small loans	$	406,675		37.3	%	$	441,967		38.1	%
Large loans		642,085		27.9	%		522,419		27.8	%
Automobile loans		6,315		14.0	%		16,418		14.8	%
Retail loans		18,791		18.2	%		27,701		19.0	%
Total interest and fee yield	$	1,073,866		31.2	%	$	1,008,505		31.8	%
Total revenue yield	$	1,073,866		34.8	%	$	1,008,505		35.3	%

	Components of Increase in Interest and Fee Income
	FY 20 Compared to FY 19
	Increase (Decrease)
	Volume			Rate			Volume & Rate			Total
Small loans	$	(13,444	)	$	(3,680	)	$	294		$	(16,830	)
Large loans		33,242			820			187			34,249
Automobile loans		(1,495	)		(128	)		79			(1,544	)
Retail loans		(1,690	)		(205	)		66			(1,829	)
Product mix		4,202			(3,164	)		(1,038	)		—
Total increase in interest and fee income	$	20,815		$	(6,357	)	$	(412	)	$	14,046

	Net Loans Originated (1) (2)
	FY 20		FY 19		FY $ Inc (Dec)			FY % Inc (Dec)
Small loans	$	503,406	$	662,281	$	(158,875	)		(24.0	)%
Large loans		555,615		594,617		(39,002	)		(6.6	)%
Retail loans		9,206		19,630		(10,424	)		(53.1	)%
Total net loans originated	$	1,068,227	$	1,276,528	$	(208,301	)		(16.3	)%

(1)	Represents the balance of loan origination and refinancing net of unearned finance charges.

(2)	The company ceased originating automobile loans in November 2017.

	Other Key Metrics
	FY 20			FY 19
Net credit losses	$	96,110		$	95,711
Percentage of average net finance receivables (annualized)		8.9	%		9.5	%
Provision for loan losses (1)	$	123,810		$	99,611
Percentage of average net finance receivables (annualized)		11.5	%		9.9	%
Percentage of total revenue		33.1	%		28.0	%
General and administrative expenses (2) (3) (4)	$	176,316		$	156,984
Percentage of average net finance receivables (annualized)		16.4	%		15.6	%
Percentage of total revenue		47.2	%		44.1	%

(1)	Includes COVID-19 pandemic impacts to provision for credit losses of $30,400 for FY 20.

(2)	Includes non-operating executive transition costs of $3,066 for FY 20.

(3)	Includes non-operating loan management system outage costs of $720 for FY 20.

(4)	Includes non-operating severance costs of $778 for FY 20.

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures. The company’s management utilizes non-GAAP measures as additional metrics to aid in, and enhance, its understanding of the company’s financial results. Tangible equity and funded debt-to-tangible equity ratio are non-GAAP measures that adjust GAAP measures to exclude intangible assets. Management uses these equity measures to evaluate and manage the company’s capital and leverage position. The company also believes that these equity measures are commonly used in the financial services industry and provide useful information to users of the company’s financial statements in the evaluation of its capital and leverage position.

This non-GAAP financial information should be considered in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. In addition, the company’s non-GAAP measures may not be comparable to similarly titled non-GAAP measures of other companies. The following tables provide a reconciliation of GAAP measures to non-GAAP measures.

	4Q 20
Long-term debt	$	768,909
Total stockholders' equity		272,123
Less: Intangible assets		8,689
Tangible equity (non-GAAP)	$	263,434
Funded debt-to-equity ratio		2.8	x
Funded debt-to-tangible equity ratio (non-GAAP)		2.9	x

4Q 2020 Earnings Call Supplemental Presentation February 10, 2021 Exhibit 99.2

Legal Disclosures This document contains summarized information concerning Regional Management Corp. (the “Company”) and the Company’s business, operations, financial performance, and trends. No representation is made that the information in this document is complete. For additional financial, statistical, and business information, please see the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the Company’s other reports filed with the SEC from time to time. Such reports are or will be available on the Company’s website (www.regionalmanagement.com) and on the SEC’s website (www.sec.gov). The information and opinions contained in this document are provided as of the date of this presentation and are subject to change without notice. This document has not been approved by any regulatory or supervisory authority. This presentation, the related remarks, and the responses to various questions may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent the Company’s expectations or beliefs concerning future events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements speak only as of the date on which they were made and are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of the Company. As a result, actual performance and results may differ materially from those contemplated by these forward-looking statements. Therefore, investors should not place undue reliance on such statements. Factors that could cause actual results or performance to differ from the expectations expressed or implied in forward-looking statements include, but are not limited to, the following: changes in general economic conditions, including levels of unemployment and bankruptcies; the impact of the recent outbreak of a novel coronavirus (COVID-19), including on the Company’s access to liquidity and the credit risk of the Company’s finance receivable portfolio; risks associated with the Company’s ability to timely and effectively implement, transition to, and maintain the necessary information technology systems, infrastructure, processes, and controls to support its operations and initiatives; risks associated with the Company’s loan origination and servicing software system, including the risk of prolonged system outages; risks related to opening new branches, including the ability or inability to open new branches as planned; risks inherent in making loans, including credit risk, repayment risk, and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; risks associated with the implementation of new underwriting models and processes, including as to the effectiveness of new custom scorecards; risks relating to the Company’s asset-backed securitization transactions; changes in interest rates; the risk that the Company’s existing sources of liquidity become insufficient to satisfy its needs or that its access to these sources becomes unexpectedly restricted; changes in federal, state, or local laws, regulations, or regulatory policies and practices, and risks associated with the manner in which laws and regulations are interpreted, implemented, and enforced; changes in accounting standards, rules, and interpretations, and the failure of related assumptions and estimates, including those associated with the implementation of current expected credit loss (CECL) accounting; the impact of changes in tax laws, guidance, and interpretations; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquencies and credit losses); changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company); changes in the competitive environment in which the Company operates or a decrease in the demand for its products; the timing and amount of future cash dividend payments; risks related to acquisitions; changes in operating and administrative expenses; and the departure, transition, or replacement of key personnel. The foregoing factors and others are discussed in greater detail in the Company’s filings with the SEC. The COVID-19 pandemic may also magnify many of these risks and uncertainties. The Company cannot guarantee future events, results, actions, levels of activity, performance, or achievements. The Company will not update or revise forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. This presentation also contains certain non-GAAP measures. Please refer to the Appendix accompanying this presentation for a reconciliation of non-GAAP measures to the most comparable GAAP measures. 2

4Q 20 Financial Highlights 3 Net income of $14.3 million, or $1.28 diluted EPS Total revenue decline of $0.5 million, or 0.6%, driven by lower average net finance receivables Interest and fee income down 1.1% year-over-year on 0.7% decrease in average net finance receivables Insurance income, net increased by $1.3 million primarily due to higher commission income in TX Other income decreased by $0.9 million due to fewer late fees from low delinquency Provision for credit losses decreased $1.3 million, or 5.1%, primarily due to: Lower net credit losses of $6.0 million on lower delinquency levels Increase in provision of $4.7 million driven by a $7.5 million CECL build related to portfolio growth in 4Q 20, compared to a $1.3 million reserve build in 4Q 19 under the incurred loss model, offset by COVID-19 reserve release of $1.5 million in 4Q 20 G&A expense increased $3.9 million, or 9.5%, over the prior-year period primarily due to $3.0 million investment in digital capabilities and increased marketing to support growth initiatives Interest expense decreased $1.0 million, or 10.0%, primarily due to Fed rate decreases Board of Directors authorized a $30 million stock repurchase plan and initiated a quarterly dividend program of $0.20 per share beginning in 4Q 20

4 Strong Portfolio Growth Supported by Growth Initiatives Strong rebound in portfolio growth in 2H 20 from increased loan demand and adoption of our new growth initiatives Total net finance receivables increased $3 million for the year with $114 million in 2H 20 Core net finance receivables increased $19 million for the year with $120 million in 2H 20

Generated Core Growth Sequentially and Year-Over-Year Generated sequential total loan growth of $77 million, or 7.2%, in 4Q 20 Executed new product initiatives, which drove $36 million of the $77 million growth Achieved core loan growth of $19 million year-over-year Continued the mix shift toward large loans 5

6 Originations Increase & Credit Quality Remains Stable (1) Percentage of accounts that utilized borrower assistance programs during the month Sequentially, 4Q 20 originations are up 16% driven by increased demand and the execution of new growth initiatives Continued direct mail and digital channels, focusing on higher credit quality customers. In 4Q 20, these channels produced $86.6 million of originations, up from $74.9 million in 3Q 20 Delinquency levels remained near historic lows even with low borrower assistance usage and diminished government stimulus

Digitally-Sourced Originations Digital originations are sourced from either our affiliate partnerships or directly from our website All digitally-sourced loans are underwritten in our branches by our custom credit scorecards and serviced by our branches Our digital volume represented 29% of our total new borrower volume in 4Q 20 Large loans represented 60% of digitally-sourced loans booked 7

Average Net Finance Receivables and Revenue Trends 8 Total revenue yield remained at 35.7% year-over-year Interest and fee yield declined 10 basis points year-over-year due to continued portfolio mix shift toward large loans As of December 31, 2020, 80% of net finance receivables were at or below 36% APR Note: Table above reflects changes in total revenue yield

(1) TTM Margin defined as total revenue of $373.9 million, less general and administrative expenses of $176.3 million and interest expense of $37.9 million from 1Q 20 through 4Q 20 (2) Net credit losses as a percentage of average net finance receivables 9 Significant Capacity to Absorb Losses Our balance sheet is in a strong position to absorb losses

Lower Net Credit Losses on Low Delinquency Levels 10 Net credit loss rate decreased 210 basis points vs. the prior-year period and 90 basis points sequentially on low delinquency levels

Delinquency at Historically Low Levels 4Q 20 delinquency was down from prior year even as borrower assistance usage returned to pre-pandemic levels and government stimulus diminished 30+ days past due of 5.3% was 170 basis points lower than prior year 90+ days past due of 2.4% was 70 basis points lower than prior year 30+ days past due of $60 million (loan loss reserves of $150 million) 11

Reserved For Stressed Credit Losses (1) 4Q 20 Ending Reserve includes $30.4 million of incremental COVID-19 reserves (in millions) We ran several macroeconomic stress scenarios, and our final forecast assumed unemployment is 9% at the end of 2021. The macro scenario was adjusted for the potential benefits of internal borrower assistance programs and government stimulus. In 4Q 20, we recorded a $7.5 million build in the reserve primarily for $77 million in loan growth and released $1.5 million of COVID-19 reserves based on the macro model. 12 4Q 19 Ending Reserve Jan 1st CECL Impact (1)

Operating Leverage Impacted by Marketing & Digital Investment Annualized general and administrative expenses as a percentage of average net finance receivables Normalized to exclude $3.8 million of non-operating costs; $3.1 million related to the CEO transition and $0.7 million from the system outage Normalized to exclude $0.8 million of severance related to workforce actions The 4Q 2020 operating expense ratio was impacted by 110 basis points due to $3.0 million in increased marketing spend and investment in digital capabilities to support growth initiatives (2) 13 (3)

Cost of Funds Trending Downward 4Q 20 annualized interest expense as a percentage of ANR improved 40 basis points from the prior-year period, primarily due to the successful closing of a $180 million securitization with a 3-year revolving period and a weighted-average coupon (WAC) of 2.85% in 3Q 20 (replacing a prior transaction with a 2-year revolver and WAC of 3.93%) Accelerated the amortization of $0.8 million of debt issuance costs in 4Q 20 related to the expected repayment of $130 million securitization in early 2021 (current debt outstanding of approximately $120 million at 4.87% WAC) Purchased $50 million of interest rate caps in 4Q 20 to take advantage of the favorable rate environment (1) Annualized interest expense as a percentage of average net finance receivables 14

15 Strong Funding Profile This is a non-GAAP measure. Refer to the Appendix for a reconciliation to the most comparable GAAP measure Interest expense as a percentage of average net finance receivables (1) As of December 31, 2020, total unused capacity was $438 million (subject to borrowing base) Available liquidity of $194 million as of December 31, 2020 Fixed-rate debt represents 57% of total debt Senior revolver has a 1% LIBOR floor; as such, we are nearing the lower end of our cost of funds

Appendix 16

Same Store Portfolio Growth (1) Same store sales are based on branches more than 1 year old 17 Same store(1) year-over-year growth rate of 0.1% in 4Q 20 vs. 17.2% in the prior-year period Considerable growth opportunities in our existing branch footprint, particularly from branches opened within the last 3 years

Senior Revolver Size: $640 million Interest Type: Floating Maturity: September 2022 Lenders: Wells Fargo Bank (Agent), Bank of America, BMO Harris, First Tennessee, Texas Capital, Synovus, Bank United, Axos Bank Collateral: Allows for the funding of Small, Large, and Retail loans Facility has been upsized and renewed multiple times over the last 30 years Large Loan Securitizations Warehouse Facility Size: Up to $150 million Interest Type: Floating Maturity: April 2022 Administrative Agent: Wells Fargo Bank Structuring Agent: Credit Suisse Collateral: Allows for the funding of Large loans Size: $440 million Interest Type: Fixed Maturities: $130 million (1), Jan. 2028, WAC – 4.87% $130 million, Nov. 2028, WAC – 3.17% $180 million, Oct. 2030, WAC – 2.85% Lenders: Qualified institutional investors Collateral: Allows for the funding of Large loans Long history of liquidity support from a strong group of banking partners Diversified funding platform with a senior revolving facility, warehouse facility, and securitizations 18 Diversified Liquidity Profile (1) Current debt outstanding of approximately $120 million

Consolidated Income Statements 19

Consolidated Balance Sheets 20

Non-GAAP Financial Measures In addition to financial measures presented in accordance with generally accepted accounting principles (“GAAP”), this presentation contains certain non-GAAP financial measures. The company’s management utilizes non-GAAP measures as additional metrics to aid in, and enhance, its understanding of the company’s financial results. Tangible equity and funded debt-to-tangible equity ratio are non-GAAP measures that adjust GAAP measures to exclude intangible assets. Management uses these equity measures to evaluate and manage the company’s capital and leverage position. The company also believes that these equity measures are commonly used in the financial services industry and provide useful information to users of the company’s financial statements in the evaluation of its capital and leverage position. In addition, the company has presented non-GAAP measures that adjust for the executive transition, the loan management system outage, and the workforce actions taken. The company believes that these non-GAAP measures provide useful information by excluding certain material items that may not be indicative of our core operating results. As a result, the company believes that the non-GAAP measures that it has presented will allow for a better evaluation of the operating performance of the business. This non-GAAP financial information should be considered in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. In addition, the company’s non-GAAP measures may not be comparable to similarly titled non-GAAP measures of other companies. The following tables provide a reconciliation of GAAP measures to non-GAAP measures. Non-operating G&A expense items include costs of $3,066 related to the executive transition and $720 related to the loan management system outage Non-operating G&A expense items include severance costs of $778 related to workforce actions 21

Non-GAAP Financial Measures (Cont’d) 22