UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM10-Q~~

FORM 10-Q


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

For the quarterly period ended ~~September 30, 2017~~March 31, 2024


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

For the transition period ended

Commission File Number:001-35477

Regional Management Corp.

(Exact name of registrant as specified in its charter)


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

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

~~(864)~~(864) 448-7000

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.10 par value

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.


Large accelerated filer	☐	☐	Accelerated filer	☒

Non-accelerated filer	☐	~~☐ (Do not check if a smaller reporting company)~~	Smaller reporting company	☐

		Emerging growth company	☒		☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 7, 2017,~~May 1, 2024, the registrant had outstanding ~~11,666,864~~9,896,200 shares of Common Stock, $0.10 par value.

Regional Management Corp.

QUARTERLY Report on Form 10-Q

Fiscal Quarter Ended March 31, 2024

Table of Contents


			Page ~~No.~~
GLOSSARY	3
PART I.I – FINANCIAL INFORMATION
Item 1. Financial Statements
~~Item 1.~~		~~Financial Statements~~

		Consolidated Balance Sheets Dated ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023		3	4

		Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023		4	5

		Consolidated Statements of Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2024 and ~~the Year Ended December 31, 2016~~2023		5	6

		Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023		6	7

		Notes to Consolidated Financial Statements		7	8
Note 1. Nature of Business		8
Note 2. Basis of Presentation and Significant Accounting Policies	8
Note 3. Finance Receivables, Credit Quality Information, and Allowance for Credit Losses	11
Note 4. Restricted Available-for-Sale Investments	17
Note 5. Debt	18
Note 6. Stockholders’ Equity	21
Note 7. Disclosure About Fair Value of Financial Instruments	21
Note 8. Income Taxes	22
Note 9. Earnings Per Share	23
Note 10. Share-Based Compensation	23
Note 11. Commitments and Contingencies	26
Note 12. Subsequent Events	26
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		19	27

Item 3.		Quantitative and Qualitative Disclosures About Market Risk		37	39

Item 4.		Controls and Procedures		37	40
PART II – OTHER INFORMATION
~~PART II. OTHER INFORMATION~~Item 1. Legal Proceedings			41
Item 1A. Risk Factors		41
Item 1.5. Other Information		~~Legal Proceedings~~		38	41
Item 6. Exhibits		42
~~Item 1A.~~ SIGNATURE	44

Table of Contents

GLOSSARY

Terms and abbreviations used in this report are defined below:


Term or Abbreviation	~~Risk Factors~~		38	Definition
2007 Plan		2007 Management Incentive Plan
~~Item 6.~~ 2011 Plan		~~Exhibits~~		39	2011 Stock Incentive Plan
2015 Plan		2015 Long-Term Incentive Plan
~~SIGNATURE~~ ASU		Accounting Standards Update
Board	40	the Company's Board of Directors

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1.~~ CFPB	*~~FINANCIAL STATEMENTS~~*	Consumer Financial Protection Bureau
Company		Regional Management Corp.
Consent Agreement		Consent Agreement between the CFPB and the Company dated January 4, 2024
CSPU		cash-settled performance unit
Efficiency ratio		annualized general and administrative expenses as a percentage of total revenue
Exchange Act		the Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standard Board
FICO		Fair Isaac Corporation
GAAP		U.S. Generally Accepted Accounting Principles
LGD		loss given default
LTIP		long-term incentive program
Net credit loss ratio		annualized net credit losses as a percentage of average net finance receivables
Notice		notice provided by the CFPB to the Company dated March 7, 2023
NQSO		nonqualified stock option
Operating expense ratio		annualized general and administrative expenses as a percentage of average net finance receivables
PD		probability of default
PRSU		performance restricted stock unit
RMIT		Regional Management Issuance Trust
RMR		Regional Management Receivables
RMR II		Regional Management Receivables II, LLC
RMR III		Regional Management Receivables III, LLC
RMR IV		Regional Management Receivables IV, LLC
RMR V		Regional Management Receivables V, LLC
RMR VI		Regional Management Receivables VI, LLC
RMR VII		Regional Management Receivables VII, LLC
RSA		restricted stock award
RSU		restricted stock unit
SEC		Securities and Exchange Commission
SOFR		secured overnight financing rate
SPE		wholly owned, bankruptcy-remote, special purpose entity
TDR		troubled debt restructuring
VIE		variable interest entity

Table of Contents

Part I – financial information

ITEM 1. FINANCIAL STATEMENTS.

Regional Management Corp. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except par value amounts)


	(Unaudited)
	March 31, 2024			December 31, 2023
Assets
Cash	$	4,215		$	4,509
Net finance receivables		1,744,286			1,771,410
Unearned insurance premiums		(45,675	)		(47,892	)
Allowance for credit losses		(187,100	)		(187,400	)
Net finance receivables, less unearned insurance premiums and allowance for credit losses		1,511,511			1,536,118
Restricted cash		118,194			124,164
Lease assets		33,400			34,303
Restricted available-for-sale investments		22,596			22,740
Intangible assets		17,360			15,846
Deferred tax assets, net		13,491			13,641
Property and equipment		13,440			13,787
Other assets		22,541			29,419
Total assets	$	1,756,748		$	1,794,527
Liabilities and Stockholders’ Equity
Liabilities:
Debt	$	1,358,795		$	1,399,814
Unamortized debt issuance costs		(3,948	)		(4,578	)
Net debt		1,354,847			1,395,236
Lease liabilities		35,679			36,576
Accounts payable and accrued expenses		29,762			40,442
Total liabilities		1,420,288			1,472,254
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, none issued or outstanding)		—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 14,675 shares issued and 9,868 shares outstanding at March 31, 2024 and 14,566 shares issued and 9,759 shares outstanding at December 31, 2023)		1,468			1,457
Additional paid-in capital		123,563			121,752
Retained earnings		361,791			349,579
Accumulated other comprehensive loss		(219	)		(372	)
Treasury stock (4,807 shares at March 31, 2024 and December 31, 2023)		(150,143	)		(150,143	)
Total stockholders’ equity		336,460			322,273
Total liabilities and stockholders’ equity	$	1,756,748		$	1,794,527

   September 30, 2017
(Unaudited) December 31,
2016
Assets

Cash
   $ 5,191 $ 4,446
Gross finance receivables
   1,002,630 916,954
Unearned finance charges and insurance premiums
   (227,774 ) (199,179 )


Finance receivables
   774,856 717,775
Allowance for credit losses
   (47,400 ) (41,250 )


Net finance receivables
   727,456 676,525
Property and equipment
   12,657 11,693
Restricted cash
   13,849 8,297
Intangible assets
   10,239 6,448
Deferred tax asset
   5,121 33
Other assets
   5,337 4,782


Total assets
   $ 779,850 $ 712,224


Liabilities and Stockholders’ Equity

Liabilities:

Long-term debt
   $ 538,351 $ 491,678
Unamortized debt issuance costs
   (5,266 ) (2,152 )


Net long-term debt
   533,085 489,526
Accounts payable and accrued expenses
   18,950 15,223


Total liabilities
   552,035 504,749
Commitments and Contingencies (Note 9)

Stockholders’ equity:

Preferred stock ($0.10 par value, 100,000 shares authorized, no shares issued or outstanding)
   —   —
Common stock ($0.10 par value, 1,000,000 shares authorized, 13,213 shares issued and 11,667 shares outstanding at September 30, 2017, and 12,996 shares issued and 11,450 shares outstanding at December 31, 2016)
   1,321 1,300
Additionalpaid-in-capital
   93,673 92,432
Retained earnings
   157,867 138,789
Treasury stock (1,546 shares at September 30, 2017 and December 31, 2016)
   (25,046 ) (25,046 )


Total stockholders’ equity
   227,815 207,475


Total liabilities and stockholders’ equity
   $ 779,850 $ 712,224


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

Assets

Cash
   $ 71 $ 36
Finance receivables
   89,147 41,244
Allowance for credit losses
   (4,460 ) (2,337 )
Restricted cash
   8,238 4,426
Other assets
   39 201


Total assets
   $ 93,035 $ 43,570


Liabilities

Net long-term debt
   $ 74,377 $ 37,898
Accounts payable and accrued expenses
   18 5


Total liabilities
   $ 74,395 $ 37,903

See accompanying notes to consolidated financial statements.

Table of Contents

Regional Management Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands, except per share amounts)


	Three Months Ended March 31,
	2024			2023
Revenue
Interest and fee income	$	128,818		$	120,407
Insurance income, net		10,974			10,959
Other income		4,516			4,012
Total revenue		144,308			135,378

Expenses
Provision for credit losses		46,423			47,668

Personnel		37,820			38,597
Occupancy		6,375			6,288
Marketing		4,315			3,379
Other		11,938			11,059
Total general and administrative expenses		60,448			59,323

Interest expense		17,504			16,782
Income before income taxes		19,933			11,605
Income taxes		4,728			2,916

Net income	$	15,205		$	8,689
Net income per common share:
Basic	$	1.59		$	0.93
Diluted	$	1.56		$	0.90
Weighted-average common shares outstanding:
Basic		9,569			9,325
Diluted		9,746			9,622

Other comprehensive income, net of tax
Unrealized income on restricted available-for-sale investments		195			263
Other comprehensive income, before tax		195			263
Income taxes related to items of other comprehensive income		(42	)		(55	)
Other comprehensive income, net of tax		153			208
Total comprehensive income	$	15,358		$	8,897

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Revenue

Interest and fee income
   $ 63,615    $ 57,420    $ 182,657    $ 161,309
Insurance income, net
   3,095    2,346    9,985    7,886
Other income
   2,484    2,709    7,710    7,302








Total revenue
   69,194    62,475    200,352    176,497








Expenses

Provision for credit losses
   20,152    16,410    57,875    43,587
Personnel
   19,534    18,180    56,089    51,981
Occupancy
   5,480    5,175    16,184    14,808
Marketing
   2,303    1,786    5,287    5,363
Other
   6,523    5,312    19,376    17,654








Total general and administrative expenses
   33,840    30,453    96,936    89,806
Interest expense
   6,658    5,116    17,092    14,637








Income before income taxes
   8,544    10,496    28,449    28,467
Income taxes
   3,235    4,020    9,371    10,903








Net income
   $ 5,309    $ 6,476    $ 19,078    $ 17,564








Net income per common share:

Basic
   $ 0.46    $ 0.57    $ 1.65    $ 1.47








Diluted
   $ 0.45    $ 0.56    $ 1.62    $ 1.44








Weighted average shares outstanding:

Basic
   11,563    11,384    11,537    11,963








Diluted
   11,812    11,664    11,752    12,194

See accompanying notes to consolidated financial statements.

Table of Contents

Regional Management Corp. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands)


	Common Stock																	Three Months Ended March 31, 2024
	Shares			Amount			Additional Paid-in-Capital			Retained Earnings		Treasury Stock			Total														Accumulated
Balance, December 31, 2015		12,914		$	1,291		$	89,178		$	114,758	$	—		$	205,227
																		Common Stock					Additional Paid-In			Retained			Other Comprehensive			Treasury
																		Shares			Amount		Capital			Earnings			Income (Loss)			Stock			Total
Balance, December 31, 2023																			14,566		$	1,457	$	121,752		$	349,579		$	(372	)	$	(150,143	)	$	322,273
Cash dividends																			—			—		—			(2,993	)		—			—			(2,993	)
Issuance of restricted stock awards		37			4			(4	)		—		—			—			110			11		(11	)		—			—			—			—
Exercise of stock options		203			20			—			—		—			20
Excess tax deficiency from stock option exercises		—			—			(35	)		—		—			(35	)
Repurchase of common stock		—			—			—			—		(25,046	)		(25,046	)
Shares withheld related to net share settlement		(158	)		(15	)		(493	)		—		—			(508	)		(1	)		—		(10	)		—			—			—			(10	)
Share-based compensation		—			—			3,786			—		—			3,786			—			—		1,832			—			—			—			1,832
Net income		—			—			—			24,031		—			24,031			—			—		—			15,205			—			—			15,205

Balance, December 31, 2016		12,996		$	1,300		$	92,432		$	138,789	$	(25,046	)	$	207,475

Issuance of restricted stock awards		76			8			(8	)		—		—			—
Exercise of stock options		283			28			305			—		—			333
Shares withheld related to net share settlement		(142	)		(15	)		(1,808	)		—		—			(1,823	)
Share-based compensation		—			—			2,752			—		—			2,752
Net income		—			—			—			19,078		—			19,078

Balance, September 30, 2017		13,213		$	1,321		$	93,673		$	157,867	$	(25,046	)	$	227,815

Other comprehensive income																			—			—		—			—			153			—			153
Balance, March 31, 2024																			14,675		$	1,468	$	123,563		$	361,791		$	(219	)	$	(150,143	)	$	336,460


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

See accompanying notes to consolidated financial statements.

Table of Contents

Regional Management Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

   Nine Months Ended
September 30,
   2017 2016
Cash flows from operating activities:

Net income
   $ 19,078 $ 17,564
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses
   57,875 43,587
Depreciation and amortization
   5,337 4,948
(Gain) loss on disposal of property and equipment
   131 (15 )
Share-based compensation
   3,254 3,006
Fair value adjustment on interest rate caps
   85 213
Deferred income taxes, net
   (5,088 ) 2,414
Changes in operating assets and liabilities:

Increase in other assets
   (641 ) (3,436 )
Increase (decrease) in other liabilities
   3,174 (1,433 )


Net cash provided by operating activities
   83,205 66,848


Cash flows from investing activities:

Net originations of finance receivables
   (108,806 ) (109,644 )
Purchases of intangible assets
   (5,447 ) (3,823 )
(Increase) decrease in restricted cash
   (5,552 ) 2,600
Purchases of property and equipment
   (4,146 ) (4,620 )
Proceeds from disposal of property and equipment
   558 718


Net cash used in investing activities
   (123,393 ) (114,769 )


Cash flows from financing activities:

Net advances on senior revolving credit facility
   8,168 97,119
Payments on amortizing loan
   (17,245 ) (26,530 )
Net advances on revolving warehouse credit facility
   55,750 —
Payments for debt issuance costs
   (4,251 ) (971 )
Taxes paid related to net share settlement of equity awards
   (1,796 ) (346 )
Repurchases of common stock
   —   (25,046 )
Proceeds from exercise of stock options
   307 —


Net cash provided by financing activities
   40,933 44,226


Net change in cash
   745 (3,695 )
Cash at beginning of period
   4,446 7,654


Cash at end of period
   $ 5,191 $ 3,959


Supplemental cash flow information

Interest paid
   $ 14,436 $ 13,219


Income taxes paid
   $ 12,930 $ 10,758


	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net income	$	15,205		$	8,689
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		46,423			47,668
Depreciation and amortization		3,498			4,078
Amortization of deferred origination fees and costs		(3,874	)		(3,778	)
Loss on disposal of intangibles, property, and equipment		215			113
Share-based compensation		1,832			2,104
Deferred income taxes, net		108			(935	)
Changes in operating assets and liabilities:
Decrease in unearned insurance premiums		(2,217	)		(1,882	)
Decrease in lease assets		903			14
Decrease in other assets		8,077			4,426
Decrease in accounts payable and accrued expenses		(10,802	)		(8,041	)
Increase (decrease) in lease liabilities		(897	)		193
Net cash provided by operating activities		58,471			52,649
Cash flows from investing activities:
Originations of finance receivables		(325,995	)		(311,484	)
Repayments of finance receivables		309,019			296,564
Purchases of intangible assets		(2,603	)		(1,733	)
Purchases of property and equipment		(1,026	)		(1,647	)
Purchase of restricted available-for-sale investments		(3,832	)		(1,900	)
Proceeds from maturities of restricted available-for-sale investments		4,108			—
Net cash used in investing activities		(20,329	)		(20,200	)
Cash flows from financing activities:
Advances on revolving credit facilities		359,518			408,683
Payments on revolving credit facilities		(351,421	)		(434,221	)
Payments on securitizations		(48,996	)		—
Payments for debt issuance costs		(400	)		(1,160	)
Taxes refunded (paid) related to net share settlement of equity awards		147			(145	)
Cash dividends		(3,254	)		(3,119	)
Net cash used in financing activities		(44,406	)		(29,962	)
Net change in cash and restricted cash		(6,264	)		2,487
Cash and restricted cash at beginning of period		128,673			131,799
Cash and restricted cash at end of period	$	122,409		$	134,286
Supplemental cash flow information:
Interest paid	$	16,308		$	14,750
Income taxes paid (refunded)	$	(967	)	$	15
Operating leases paid	$	2,806		$	2,316
Non-cash lease assets and liabilities acquired	$	1,368		$	2,023

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


	March 31, 2024		December 31, 2023		March 31, 2023
Cash	$	4,215	$	4,509	$	7,108
Restricted cash		118,194		124,164		127,178
Total cash and restricted cash	$	122,409	$	128,673	$	134,286

See accompanying notes to consolidated financial statements.

Table of Contents

Regional Management Corp. and Subsidiaries

Notes to Consolidated Financial Statements

~~(Unaudited)~~

Note 1. Nature of Business

~~Regional Management Corp. (the “~~The Company”) was incorporated and began operations in 1987. The Company is engaged in the consumer finance business, offering ~~small loans,~~ large loans, ~~automobile loans, retail~~small loans, and related payment and collateral protection insurance products. The Company formerly offered retail loans but ceased accepting applications for retail loan products effective November 2022. The Company continues to own and service its existing portfolio of retail loans. As of ~~September 30, 2017,~~March 31, 2024, the Company operated branches in 344 locations in the states of Alabama (48 branches), Georgia (8 branches), New Mexico (18 branches), North Carolina (36 branches), Oklahoma (28 branches), South Carolina (70 branches), Tennessee (21 branches), Texas (98 branches), and Virginia (17 branches) under the name ~~Regional Finance.~~ “Regional Finance” online and in branch locations in 19 states across the United States.

The ~~Company opened five net new branches during~~Company’s large loan receivables are direct loans to customers, some of which are convenience check receivables and the ~~nine months ended September 30, 2017.~~vast majority of which are secured by non-essential household goods, automobiles, and/or other vehicles. Convenience checks are direct loans originated by mailing checks to customers based on a pre-screening process that includes a review of the prospective customer’s credit profile provided by national credit reporting bureaus or data aggregators. A recipient of a convenience check is able to enter into a loan by endorsing and depositing or cashing the check. The Company’s small loan portfolio is comprised of branch small loan receivables and convenience check receivables. Branch small loan receivables are direct loans to customers and are secured by non-essential household goods and, in some instances, an automobile. Retail loan receivables consist principally of retail installment sales contracts collateralized by the purchased furniture, appliances, and other retail items and are initiated by and purchased from retailers, subject to the Company’s credit approval.

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

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of presentation:The consolidated financial statements of the Company have been prepared in accordance with ~~the instructions to the Quarterly Report on Form10-Q~~ ~~adopted by the Securities~~SEC regulations and ~~Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“~~GAAP”) for interim financial information and, accordingly, do not include all information and note disclosures required by GAAP for complete financial statements. The interim financial statements in this Quarterly Report on Form10-Q have not been audited by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows in accordance with GAAP. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form10-K for the fiscal year ended December 31, ~~2016,~~2023, as filed with the SEC.

Significant accounting policies: The following is a description of significant accounting policies used in preparing the financial statements. The accounting and reporting policies of the Company are in accordance with ~~GAAP and conform to general practices within the consumer finance industry.~~GAAP.

~~Business segments:~~ The Company has one reportable segment, which is the consumer finance segment. The other revenue generating activities of the Company, including insurance operations, are performed in the existing branch network in conjunction with or as a complement to the lending operations.

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

~~Treasury stock:~~Variable interest entities: The Company ~~records the repurchase~~transfers pools of ~~shares of its common stock at cost on the settlement date of the transaction. These shares are considered treasury stock, which is a reduction~~loans to ~~stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares.~~

~~Variable interest entities:~~ ~~The Company has an asset-backed, amortizing loan~~SPEs to secure debt for general funding purposes. ~~The transaction involved selling a pool~~These entities have the limited purpose of acquiring finance receivables, in addition to holding and making payments on the related debts. Assets transferred to each SPE are legally isolated from the Company and its affiliates, as well as the claims of the Company’s ~~automobile loans~~and its affiliates’ creditors. Further, the assets of each SPE are owned by such SPE and are not available to ~~its wholly-owned subsidiary, Regional Management Receivables, LLC (“RMR”), as collateral for~~satisfy the ~~loan. The Company also has a revolving warehouse credit facility for general funding purposes. The transaction involves the sale of pools~~debts or other obligations of the ~~Company’s large loans to~~Company or any of its ~~wholly-owned subsidiary, Regional Management Receivables II, LLC (“RMR II”), as collateral for the facility.~~affiliates. The Company continues to service the finance receivables transferred to ~~RMR and RMR II. RMR and RMR II have~~ the limited purpose of issuing debt, acquiring finance receivables, and holding and making payments on the related debt. Assets transferred to RMR and RMR II are legally isolated from the Company and the claims of the Company’s other creditors.SPEs. The lenders ofand investors in the debt issued by ~~RMR and RMR II~~the SPEs generally only have recourse to the assets of ~~RMR or RMR II, respectively,~~the SPEs and do not have recourse to the general credit of the Company.

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The ~~Company’s asset-backed loans under these~~SPEs’ debt arrangements are structured to provide credit enhancements to the lenders ~~in the form~~and investors, which may include overcollateralization, subordination of ~~overcollateralization (principal balance of the collateral exceeds the balance of the debt)~~interests, excess spread, and reserve ~~funds (restricted cash accounts held by RMR and RMR II).~~funds. These enhancements, along with the isolated finance receivables pools, increase the creditworthiness of ~~RMR and RMR II~~the SPEs above that of the Company as a whole. This increases the marketability of the Company’s collateral for borrowing purposes, leading to more favorable borrowing terms, improved interest rate risk management, and additional flexibility to grow the business.

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

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

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

~~Material estimates~~Estimates that are ~~particularly~~ susceptible to change relate to the determination of the allowance for credit losses, the ~~fair value of share-based compensation, the~~ valuation of deferred tax assets and liabilities, ~~contingent liabilities on litigation matters,~~ and the ~~allocation~~fair value of ~~the purchase price to assets acquired in business combinations.~~financial instruments.

~~Reclassifications:~~~~Certain prior-period amounts have been reclassified to conform to the current presentation. Such reclassifications had no impact on previously reported net income or stockholders’ equity.~~

Recent accounting pronouncements: In ~~May 2014,~~November 2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~an accounting update on~~ASU 2023-07, improving the recognition of revenue from contracts with customers. The update is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. The update applies to all contracts with customers, except leases, insurance contracts, financial instruments, guarantees, and certain nonmonetary exchanges. In August 2015, the FASB issuedreportable segments, primarily through enhanced disclosures about significant segment expenses. These enhanced disclosures require reporting of incremental segment information on an ~~additional update on revenue recognition, which defers the effective date of the update to~~ annual and interim ~~reporting~~basis for all public entities, including public entities with only one reportable segment, to enable investors to develop more decision-useful financial analyses. The amendments in this update are effective for annual periods beginning after December 15, 2017. The Company will adopt the new standard effective January 1, 2018. As substantially all of the Company’s revenues are generated from activities that are outside the scope of the new standard, the adoption will not have a material impact on our consolidated financial statements.

~~In February 2016, the FASB issued an accounting update to increase transparency~~2023 and comparability of accounting for lease transactions. The update requires all leases to be recognized on the balance sheet as lease assets and lease liabilities and requires both quantitative and qualitative disclosures regarding key information about leasing arrangements. All of the Company’s leases are currently classified as operating leases, with no lease assets or lease liabilities recorded. The update is effective forinterim periods within annual ~~and interim~~ periods beginning after December 15, ~~2018,~~2024, and early adoption is permitted. The segment reporting guidance should be applied retrospectively to all prior periods presented in the financial statements, and upon transition, the expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, enhancing the transparency and decision usefulness of income tax disclosures. The amendment, among other things, improves transparency of income tax disclosures by requiring more consistent categories and greater disaggregation of information in rate reconciliations, and disaggregation of income taxes paid by jurisdiction. The amendments in this update are effective for annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The income tax guidance should be applied on a prospective basis, however, retrospective application is permitted. The Company is currently evaluating the ~~potential~~ impact of this update on its consolidated financial statements.

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

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

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

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

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 ~~March 2016,~~determining its estimate of expected credit losses, the ~~FASB issued an accounting update~~Company evaluates information related to ~~simplify the accounting for share-based compensation, including the accounting for forfeitures, the statutory tax withholding requirements, the accounting for income taxes,~~credit metrics, changes in its lending strategies and underwriting practices, and the ~~classification~~current and forecasted direction of ~~share-based compensation transactions~~the economic and business environment. These metrics include, but are not limited to, loan portfolio mix and growth, unemployment, credit loss trends, delinquency trends, changes in underwriting, and operational risks.

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

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

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

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

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

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

Restricted available-for-sale investments: The Company classifies its investments in debt securities that were purchased with the ~~requirement for~~Company’s restricted cash as restricted available-for-sale investments and carries the ~~tax benefits~~investments at fair value. Unrealized gains and losses, net of taxes, are excluded from earnings and reported in other comprehensive income or ~~tax deficiencies from the exercise or vesting~~loss until realized. The unrealized gains and losses, net of ~~share-based awards to flow through the statement of income, rather than through additionalpaid-in-capital~~ on the balance sheet. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption was permitted. Beginning in 2017, the Company prospectively recognizes the tax benefits or deficiencies from the exercise or vesting of share-based awards in the income tax line of the consolidated statements of income. Additionally, the Company has retrospectively reclassified tax benefits or deficiencies from financing activities to operating activitiestaxes, are recorded on the consolidated ~~statements~~balance sheet in accumulated other comprehensive income or loss in stockholders’ equity. Realized gains and losses from the sale of ~~cash flows.~~available-for-sale investments are specifically identified and reclassified from accumulated other comprehensive income or loss and included within earnings on the consolidated statement of income.

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Share-based compensation: The Company ~~has historically recognized taxes paid relating~~measures compensation cost for share-based awards at estimated fair value and recognizes compensation expense over the service period for awards expected to net share settlement of equity awards within financing activities and will continue this practice, consistent with the new accounting update. Regarding the accounting for estimated share-based forfeitures, the Company has historically recognized forfeitures as they are incurred due to a lack of award forfeiture history and will continue this practice under the new accounting update.vest. The Company ~~expects increased periodic volatility in income tax expense based~~uses the closing stock price on the ~~continued application~~date of ~~the accounting update.~~

In June 2016, the FASB issued an accounting update to change the impairment model for estimating credit losses on financial assets. The current incurred loss impairment model requires the recognition of credit losses when it is probable that a loss has been incurred. The incurred loss model will be replaced by an expected loss model, which requires entities to estimate the lifetime expected credit loss on such instruments and to record an allowance to offset the amortized cost basis of the financial asset. This update is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted. The Company believes the implementation of the accounting update will have a material effect on the Company’s consolidated financial statements, and is in the process of quantifying the potential impacts.

In January 2017, the FASB issued an accounting update to simplify the subsequent measurement of goodwill. The amendment reduces the cost and complexity of evaluating goodwill for impairment by eliminating a step in the goodwill impairment test, which required the same procedure used to determinegrant as the fair value of ~~assets acquired~~restricted stock awards and ~~liabilities assumed in~~performance-contingent restricted stock units. The fair value of stock options is determined using the Black-Scholes valuation model, and the fair value of performance restricted stock units is determined using the Monte Carlo valuation model. The Black-Scholes and Monte Carlo models require the input of assumptions, including expected volatility, expected dividends, expected term, risk-free interest rate, and a ~~business combination. This update~~discount associated with post-vest holding restrictions, changes to which can affect the fair value estimate. Expected volatility is ~~effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted. The adoption of this accounting pronouncement will not impact~~based on the Company’s ~~consolidated financial statements.~~historical stock price volatility. Expected dividends are calculated using the expected dividend yield (annualized dividends divided by the grant date stock price). The expected term is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. The risk-free rate is based on the zero-coupon U.S. Treasury bond rate over the expected term of the awards. The estimated discount associated with post-vest holding restrictions is calculated using a blend of the Finnerty and Chaffe models. In addition, the estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised.

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

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


In thousands	September 30, 2017		December 31, 2016
Dollars in thousands					March 31, 2024		December 31, 2023
Large loans					$	1,250,647	$	1,274,137
Small loans	$	363,262	$	358,471		490,830		493,473
Large loans		308,642		235,349
Automobile loans		71,666		90,432
Retail loans		31,286		33,523		2,809		3,800

Finance receivables	$	774,856	$	717,775

Net finance receivables					$	1,744,286	$	1,771,410

Net finance receivables included net deferred origination fees and costs of $14.5 million and $15.1 million as of March 31, 2024 and December 31, 2023, respectively.

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

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Net finance receivables by product, FICO band at origination, and origination year as of March 31, 2024, as well as credit losses for the three months ended March 31, 2024, are as follows:


	Net Finance Receivables by Origination Year
Dollars in thousands	2024		2023		2022		2021		2020		Prior		Total Net Finance Receivables
Large Loans:
FICO Band
1	$	21,982	$	71,528	$	23,666	$	7,882	$	1,934	$	916	$	127,908
2		12,185		40,147		13,414		4,087		716		288		70,837
3		19,642		73,955		36,486		11,270		1,457		246		143,056
4		26,557		104,161		52,815		15,896		2,416		383		202,228
5		29,370		112,420		57,081		18,737		2,844		270		220,722
6		66,787		256,144		120,009		37,048		5,553		355		485,896
Total large loans	$	176,523	$	658,355	$	303,471	$	94,920	$	14,920	$	2,458	$	1,250,647
Credit losses	$	19	$	12,522	$	14,246	$	4,091	$	631	$	202	$	31,711
Small Loans:
FICO Band
1	$	20,400	$	45,091	$	6,841	$	1,028	$	111	$	67	$	73,538
2		9,285		22,897		3,647		393		18		17		36,257
3		16,083		37,908		4,824		417		16		6		59,254
4		20,480		49,474		5,837		369		10		10		76,180
5		22,925		57,163		8,359		324		6		4		88,781
6		41,042		99,483		15,747		536		7		5		156,820
Total small loans	$	130,215	$	312,016	$	45,255	$	3,067	$	168	$	109	$	490,830
Credit losses	$	15	$	11,945	$	4,767	$	436	$	20	$	5	$	17,188
Retail Loans:
FICO Band
1	$	—	$	1	$	2	$	—	$	—	$	4	$	7
2		—		—		161		19		—		—		180
3		—		—		464		142		1		2		609
4		—		—		510		235		18		4		767
5		—		—		391		203		10		4		608
6		—		—		420		205		11		2		638
Total retail loans	$	—	$	1	$	1,948	$	804	$	40	$	16	$	2,809
Credit losses	$	—	$	—	$	179	$	104	$	8	$	3	$	294
Total Loans:
FICO Band
1	$	42,382	$	116,620	$	30,509	$	8,910	$	2,045	$	987	$	201,453
2		21,470		63,044		17,222		4,499		734		305		107,274
3		35,725		111,863		41,774		11,829		1,474		254		202,919
4		47,037		153,635		59,162		16,500		2,444		397		279,175
5		52,295		169,583		65,831		19,264		2,860		278		310,111
6		107,829		355,627		136,176		37,789		5,571		362		643,354
Total loans	$	306,738	$	970,372	$	350,674	$	98,791	$	15,128	$	2,583	$	1,744,286
Credit losses	$	34	$	24,467	$	19,192	$	4,631	$	659	$	210	$	49,193

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Net finance receivables by product, FICO band at origination, and origination year as of December 31, 2023, as well as credit losses for the three months ended March 31, 2023, are as follows:


	Net Finance Receivables by Origination Year
Dollars in thousands	2023		2022		2021		2020		2019		Prior		Total Net Finance Receivables
Large Loans:
FICO Band
1	$	83,107	$	28,068	$	9,542	$	2,510	$	980	$	347	$	124,554
2		46,855		16,964		5,342		1,077		309		83		70,630
3		86,191		45,778		14,999		2,201		316		66		149,551
4		120,054		65,753		20,712		3,481		592		55		210,647
5		128,901		69,706		23,779		4,043		496		22		226,947
6		291,795		144,663		46,630		7,936		732		52		491,808
Total large loans	$	756,903	$	370,932	$	121,004	$	21,248	$	3,425	$	625	$	1,274,137
Credit losses	$	8	$	13,653	$	12,142	$	1,696	$	529	$	69	$	28,097
Small Loans:
FICO Band
1	$	64,664	$	10,459	$	1,625	$	172	$	68	$	18	$	77,006
2		31,289		5,886		724		36		11		9		37,955
3		51,222		8,099		717		31		6		1		60,076
4		65,743		10,074		679		19		10		3		76,528
5		74,207		13,838		632		14		4		1		88,696
6		126,400		25,679		1,111		15		5		2		153,212
Total small loans	$	413,525	$	74,035	$	5,488	$	287	$	104	$	34	$	493,473
Credit losses	$	14	$	11,463	$	4,599	$	285	$	17	$	2	$	16,380
Retail Loans:
FICO Band
1	$	1	$	—	$	2	$	1	$	1	$	5	$	10
2		—		213		30		—		—		—		243
3		—		634		211		3		1		1		850
4		—		650		352		36		—		4		1,042
5		—		508		278		24		—		4		814
6		—		524		286		28		2		1		841
Total retail loans	$	1	$	2,529	$	1,159	$	92	$	4	$	15	$	3,800
Credit losses	$	—	$	44	$	62	$	15	$	8	$	3	$	132
Total Loans:
FICO Band
1	$	147,772	$	38,527	$	11,169	$	2,683	$	1,049	$	370	$	201,570
2		78,144		23,063		6,096		1,113		320		92		108,828
3		137,413		54,511		15,927		2,235		323		68		210,477
4		185,797		76,477		21,743		3,536		602		62		288,217
5		203,108		84,052		24,689		4,081		500		27		316,457
6		418,195		170,866		48,027		7,979		739		55		645,861
Total loans	$	1,170,429	$	447,496	$	127,651	$	21,627	$	3,533	$	674	$	1,771,410
Credit losses	$	22	$	25,160	$	16,803	$	1,996	$	554	$	74	$	44,609

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


	March 31, 2024
	Large					Small					Retail					Total
Dollars in thousands	$		%			$		%			$		%			$		%
Current	$	1,080,450		86.4	%	$	407,012		83.0	%	$	2,048		72.9	%	$	1,489,510		85.4	%
1 to 29 days past due		92,142		7.4	%		38,014		7.7	%		422		15.0	%		130,578		7.5	%
Delinquent accounts
30 to 59 days		18,987		1.4	%		10,959		2.2	%		74		2.7	%		30,020		1.7	%
60 to 89 days		15,953		1.3	%		9,393		1.9	%		63		2.2	%		25,409		1.5	%
90 to 119 days		14,388		1.2	%		9,005		1.8	%		67		2.4	%		23,460		1.3	%
120 to 149 days		14,270		1.1	%		7,836		1.6	%		57		2.0	%		22,163		1.3	%
150 to 179 days		14,457		1.2	%		8,611		1.8	%		78		2.8	%		23,146		1.3	%
Total delinquency	$	78,055		6.2	%	$	45,804		9.3	%	$	339		12.1	%	$	124,198		7.1	%
Total net finance receivables	$	1,250,647		100.0	%	$	490,830		100.0	%	$	2,809		100.0	%	$	1,744,286		100.0	%
Net finance receivables in nonaccrual status	$	46,471		3.7	%	$	26,939		5.5	%	$	240		8.5	%	$	73,650		4.2	%

September 30, 2017
Small Large Automobile Retail Total
In thousands $ % $ % $ % $ % $ %
Current
$ 294,286 81.1 % $ 266,783 86.5 % $ 51,463 71.8 % $ 26,164 83.6 % $ 638,696 82.5 %
1 to 29 days past due
38,648 10.6 % 26,281 8.5 % 14,923 20.8 % 3,378 10.8 % 83,230 10.7 %

Delinquent accounts

30 to 59 days
10,045 2.7 % 5,598 1.8 % 2,302 3.3 % 676 2.2 % 18,621 2.4 %
60 to 89 days
6,814 1.9 % 3,381 1.1 % 1,021 1.4 % 415 1.3 % 11,631 1.5 %
90 to 119 days
5,606 1.5 % 2,915 0.9 % 854 1.2 % 278 0.9 % 9,653 1.2 %
120 to 149 days
4,042 1.1 % 1,889 0.6 % 663 0.9 % 205 0.7 % 6,799 0.9 %
150 to 179 days
3,821 1.1 % 1,795 0.6 % 440 0.6 % 170 0.5 % 6,226 0.8 %

Total delinquency
$ 30,328 8.3 % $ 15,578 5.0 % $ 5,280 7.4 % $ 1,744 5.6 % $ 52,930 6.8 %

Total finance receivables
$ 363,262 100.0 % $ 308,642 100.0 % $ 71,666 100.0 % $ 31,286 100.0 % $ 774,856 100.0 %

Finance receivables in nonaccrual status
$ 13,469 3.7 % $ 6,599 2.1 % $ 1,957 2.7 % $ 653 2.1 % $ 22,678 2.9 %


	December 31, 2023
	Large					Small					Retail					Total
Dollars in thousands	$		%			$		%			$		%			$		%
Current	$	1,084,518		85.1	%	$	406,203		82.4	%	$	2,620		69.0	%	$	1,493,341		84.3	%
1 to 29 days past due		109,483		8.6	%		45,119		9.1	%		594		15.6	%		155,196		8.8	%
Delinquent accounts
30 to 59 days		22,587		1.7	%		12,053		2.4	%		116		3.1	%		34,756		1.9	%
60 to 89 days		19,844		1.6	%		11,253		2.3	%		115		3.0	%		31,212		1.8	%
90 to 119 days		16,951		1.3	%		10,030		2.0	%		126		3.2	%		27,107		1.5	%
120 to 149 days		10,938		0.9	%		4,247		0.9	%		132		3.5	%		15,317		0.9	%
150 to 179 days		9,816		0.8	%		4,568		0.9	%		97		2.6	%		14,481		0.8	%
Total delinquency	$	80,136		6.3	%	$	42,151		8.5	%	$	586		15.4	%	$	122,873		6.9	%
Total net finance receivables	$	1,274,137		100.0	%	$	493,473		100.0	%	$	3,800		100.0	%	$	1,771,410		100.0	%
Net finance receivables in nonaccrual status	$	44,627		3.5	%	$	21,850		4.4	%	$	394		10.4	%	$	66,871		3.8	%

December 31, 2016
Small Large Automobile Retail Total
In thousands $ % $ % $ % $ % $ %
Current
$ 288,983 80.6 % $ 204,063 86.8 % $ 66,936 74.0 % $ 27,220 81.2 % $ 587,202 81.9 %
1 to 29 days past due
36,533 10.2 % 19,172 8.1 % 17,196 19.0 % 4,205 12.5 % 77,106 10.7 %

Delinquent accounts

30 to 59 days
9,408 2.6 % 3,948 1.7 % 2,654 3.0 % 717 2.2 % 16,727 2.3 %
60 to 89 days
7,110 2.0 % 2,920 1.2 % 1,171 1.3 % 440 1.3 % 11,641 1.6 %
90 to 119 days
6,264 1.8 % 2,271 1.0 % 1,110 1.2 % 376 1.1 % 10,021 1.4 %
120 to 149 days
5,424 1.5 % 1,710 0.7 % 743 0.8 % 328 1.0 % 8,205 1.1 %
150 to 179 days
4,749 1.3 % 1,265 0.5 % 622 0.7 % 237 0.7 % 6,873 1.0 %

Total delinquency
$ 32,955 9.2 % $ 12,114 5.1 % $ 6,300 7.0 % $ 2,098 6.3 % $ 53,467 7.4 %

Total finance receivables
$ 358,471 100.0 % $ 235,349 100.0 % $ 90,432 100.0 % $ 33,523 100.0 % $ 717,775 100.0 %

Finance receivables in nonaccrual status
$ 16,437 4.6 % $ 5,246 2.2 % $ 2,475 2.7 % $ 941 2.8 % $ 25,099 3.5 %

The ~~allowance for credit losses consists~~accrual of ~~general and specific components. Prior to September 30, 2016, the general component reflected estimated credit losses for groups of~~interest income on finance receivables onis suspended when an account becomes 90 days delinquent. If a ~~collective basis~~loan is charged off, the accrued interest is reversed as a reduction of interest and was primarily based on historical loss rates (adjusted for qualitative factors). Effective beginning September 30, 2016, the general component is primarily based on delinquency roll rates. Delinquency roll rate modeling is forward-looking and common practice in the consumer finance industry. As a result of this change, the Company decreased the provision for credit losses for the year ended December 31, 2016 by $0.5 million, which increased net income by $0.3 million, or $0.03 diluted earnings per share.

~~Changes in the allowance for credit losses for the periods indicated are as follows:~~

   Three Months Ended
September 30,    Nine Months Ended
September 30,
In thousands    2017    2016    2017    2016
Balance at beginning of period
   $ 42,000    $ 36,200    $ 41,250    $ 37,452
Provision for credit losses
   20,152    16,410    57,875    43,587
Credit losses
   (16,739 )    (14,680 )    (56,736 )    (45,576 )
Recoveries
   1,987    1,170    5,011    3,637








Balance at end of period
   $ 47,400    $ 39,100    $ 47,400    $ 39,100

In September 2017, the Company recorded a $3.0 million increase to the allowance for credit losses related to estimated incremental credit losses on customer accounts impacted by the hurricanes. The incremental hurricane allowance resulted in a decrease to net income of $1.9 million, or $0.16 diluted earnings per share, forfee income. During the three months ended ~~September 30, 2017.~~

~~In December 2015,~~March 31, 2024 and 2023, the Company ~~began selling previouslycharged-off~~ ~~loans for all products in the portfolio to a third-party debt buyer. The proceeds from these sales were recognized~~reversed $5.2 million and $4.7 million of accrued interest as ~~a recovery in the allowance for credit losses. Recoveries during the year ended December 31, 2015 included $2.0 million from the sale~~reductions of~~charged-off~~ ~~loans. In January 2016, the Company began selling the flow ofcharged-off~~ ~~loans. The flow sales are recognized as recoveries in the allowance for credit losses~~ interest and ~~as a reduction of the provision for credit losses. In September 2017, the Company recognized a recovery of $1.0 million from the bulk sale of previouslycharged-off~~ ~~customer accounts in bankruptcy. These accounts had been excluded from previous sales ofcharged-off~~ ~~loans.~~fee income, respectively.

The following is a reconciliation of the allowance for credit losses by product for the ~~periods indicated:~~three months ended March 31, 2024 and 2023:

In thousands Balance
July 1,
2017 Provision Credit Losses Recoveries Balance
September 30,
2017 Finance
Receivables
September 30,
2017 Allowance as
Percentage of
Finance
Receivables
September 30, 2017
Small loans
$ 20,910 $ 10,364 $ (9,570 ) $ 1,255 $ 22,959 $ 363,262 6.3 %
Large loans
14,000 8,035 (5,068 ) 350 17,317 308,642 5.6 %
Automobile loans
5,210 805 (1,511 ) 308 4,812 71,666 6.7 %
Retail loans
1,880 948 (590 ) 74 2,312 31,286 7.4 %

Total
$ 42,000 $ 20,152 $ (16,739 ) $ 1,987 $ 47,400 $ 774,856 6.1 %


Dollars in thousands	Large			Small			Retail			Total
Beginning balance at January 1, 2024	$	127,992		$	58,736		$	672		$	187,400
Provision for credit losses		28,655			17,729			39			46,423
Credit losses		(31,711	)		(17,188	)		(294	)		(49,193	)
Recoveries		1,592			865			13			2,470
Ending balance at March 31, 2024	$	126,528		$	60,142		$	430		$	187,100
Net finance receivables at March 31, 2024	$	1,250,647		$	490,830		$	2,809		$	1,744,286
Allowance as percentage of net finance receivables at March 31, 2024		10.1	%		12.3	%		15.3	%		10.7	%

Table of Contents

In thousands Balance
July 1,
2016 Provision Credit Losses Recoveries Balance
September 30,
2016 Finance
Receivables
September 30,
2016 Allowance as
Percentage of
Finance
Receivables
September 30, 2016
Small loans
$ 18,752 $ 11,103 $ (9,722 ) $ 667 $ 20,800 $ 349,390 6.0 %
Large loans
7,886 4,209 (2,436 ) 141 9,800 217,102 4.5 %
Automobile loans
7,851 308 (1,976 ) 317 6,500 97,141 6.7 %
Retail loans
1,711 790 (546 ) 45 2,000 32,516 6.2 %

Total
$ 36,200 $ 16,410 $ (14,680 ) $ 1,170 $ 39,100 $ 696,149 5.6 %

In thousands Balance
January 1,
2017 Provision Credit Losses Recoveries Balance
September 30,
2017 Finance
Receivables
September 30,
2017 Allowance as
Percentage of
Finance
Receivables
September 30, 2017
Small loans
$ 21,770 $ 32,608 $ (34,313 ) $ 2,894 $ 22,959 $ 363,262 6.3 %
Large loans
11,460 19,762 (14,720 ) 815 17,317 308,642 5.6 %
Automobile loans
5,910 3,369 (5,568 ) 1,101 4,812 71,666 6.7 %
Retail loans
2,110 2,136 (2,135 ) 201 2,312 31,286 7.4 %

Total
$ 41,250 $ 57,875 $ (56,736 ) $ 5,011 $ 47,400 $ 774,856 6.1 %

In thousands Balance
January 1,
2016 Provision Credit Losses Recoveries Balance
September 30,
2016 Finance
Receivables
September 30,
2016 Allowance as
Percentage of
Finance
Receivables
September 30, 2016
Small loans
$ 21,535 $ 29,200 $ (32,170 ) $ 2,235 $ 20,800 $ 349,390 6.0 %
Large loans
5,593 9,359 (5,534 ) 382 9,800 217,102 4.5 %
Automobile loans
8,828 3,077 (6,272 ) 867 6,500 97,141 6.7 %
Retail loans
1,496 1,951 (1,600 ) 153 2,000 32,516 6.2 %

Total
$ 37,452 $ 43,587 $ (45,576 ) $ 3,637 $ 39,100 $ 696,149 5.6 %

~~Impaired finance receivables~~


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

The Company uses certain loan modification programs for borrowers experiencing financial difficulties as a ~~percentage~~loss mitigation strategy to improve collectability of ~~total finance receivables were 2.0%~~the loans and ~~1.6%~~assist customers through financial setbacks. The programs consist of offering payment deferrals, refinancing, and, in limited instances, settlements. Customers may also pursue financial assistance through external sources, such as filing for bankruptcy protection. Modification programs available to our customers are described in more detail below:

•

Customers with temporary hardships may be offered payment deferrals related to past due payments. Such deferrals extend the customer’s maturity date and are generally considered insignificant delays. During the second quarter of ~~September 30, 2017 and December 31, 2016, respectively.~~2023, the Company enhanced its policy for determining an insignificant delay in payment. The ~~following is~~Company’s previous policy for an insignificant delay in payment was two or fewer deferrals in a ~~summary of finance receivables evaluated for impairment~~rolling twelve-month period, which was updated to be three or fewer deferrals in a rolling twelve-month period. The disclosures for the ~~periods indicated:~~

   September 30, 2017
In thousands    Small    Large    Automobile    Retail    Total
Impaired receivables specifically evaluated
   $ 4,592    $ 8,894    $ 1,761    $ 111    $ 15,358
Finance receivables evaluated collectively
   358,670    299,748    69,905    31,175    759,498










Finance receivables outstanding
   $ 363,262    $ 308,642    $ 71,666    $ 31,286    $ 774,856










Impaired receivables in nonaccrual status
   $ 655    $ 907    $ 104    $ 27    $ 1,693










Amount of the specific reserve for impaired accounts
   $ 1,069    $ 1,848    $ 383    $ 20    $ 3,320










Amount of the general component of the allowance
   $ 21,890    $ 15,469    $ 4,429    $ 2,292    $ 44,080










   December 31, 2016
In thousands    Small    Large    Automobile    Retail    Total
Impaired receivables specifically evaluated
   $ 2,409    $ 6,441    $ 2,460    $ 101    $ 11,411
Finance receivables evaluated collectively
   356,062    228,908    87,972    33,422    706,364










Finance receivables outstanding
   $ 358,471    $ 235,349    $ 90,432    $ 33,523    $ 717,775










Impaired receivables in nonaccrual status
   $ 288    $ 610    $ 175    $ 7    $ 1,080










Amount of the specific reserve for impaired accounts
   $ 563    $ 1,216    $ 576    $ 19    $ 2,374










Amount of the general component of the allowance
   $ 21,207    $ 10,244    $ 5,334    $ 2,091    $ 38,876

~~Average recorded investment~~three months ended March 31, 2023 reflect this policy enhancement, but the rolling twelve-month period begins on or after January 1, 2023 (the date of adoption). The change had no material impact to the Company's disclosures.

•

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

•

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

•

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

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


	As of and for the Three Months Ended March 31, 2024
	Principal Forgiveness, Interest Rate Reduction, & Term Extension				Interest Rate Reduction & Term Extension					Term Extension					Total
Dollars in thousands	Amortized Cost Basis		% of Net Finance Receivables		Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables
Large loans	$	143		—	$	3,545		0.3	%	$	1,493		0.1	%	$	5,181		0.4	%
Small loans		12		—		637		0.1	%		271		0.1	%		920		0.2	%
Total	$	155		—	$	4,182		0.2	%	$	1,764		0.1	%	$	6,101		0.3	%


	As of and for the Three Months Ended March 31, 2023
	Principal Forgiveness, Interest Rate Reduction, & Term Extension				Interest Rate Reduction & Term Extension					Term Extension				Total
Dollars in thousands	Amortized Cost Basis		% of Net Finance Receivables		Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables		Amortized Cost Basis		% of Net Finance Receivables
Large loans	$	24		—	$	4,622		0.4	%	$	241		—	$	4,887		0.4	%
Small loans		3		—		932		0.2	%		138		—		1,073		0.2	%
Total	$	27		—	$	5,554		0.3	%	$	379		—	$	5,960		0.4	%

Table of Contents

   Three Months Ended
September 30,    Nine Months Ended
September 30,
In thousands    2017    2016    2017    2016
Small loans
   $ 4,190    $ 1,908    $ 3,629    $ 1,497
Large loans
   8,414    4,861    7,747    3,992
Automobile loans
   1,896    2,643    2,157    2,879
Retail loans
   114    119    107    115








Total average recorded investment
   $ 14,614    $ 9,531    $ 13,640    $ 8,483

~~It is not practical~~The financial effects of the modifications made to ~~compute~~borrowers experiencing financial difficulty for the ~~amount~~periods indicated are as follows:


	Three Months Ended March 31, 2024
Loan Modification	Product	Financial Effect
Principal forgiveness	Large loans	Reduced the amortized cost basis of the loans by $0.4 million.
	Small loans	Reduced the amortized cost basis of the loans by $0.1 million.
Interest rate reduction	Large loans	Reduced the weighted-average contractual interest rate by 7.1%.
	Small loans	Reduced the weighted-average contractual interest rate by 13.2%.
Term extension	Large loans	Added a weighted-average 1.5 years to the life of loans.
	Small loans	Added a weighted-average 1.4 years to the life of loans.


	Three Months Ended March 31, 2023
Loan Modification	Product	Financial Effect
Principal forgiveness	Large loans	Reduced the amortized cost basis of the loans by $0.2 million.
	Small loans	Reduced the amortized cost basis of the loans by $0.1 million.
Interest rate reduction	Large loans	Reduced the weighted-average contractual interest rate by 12.4%.
	Small loans	Reduced the weighted-average contractual interest rate by 13.0%.
Term extension	Large loans	Added a weighted-average 1.4 years to the life of loans.
	Small loans	Added a weighted-average 1.3 years to the life of loans.

The following table provides the amortized cost basis for modifications made to borrowers experiencing financial difficulty within the previous twelve months that subsequently defaulted. The Company defines payment default as 90 days past due for this disclosure. The respective amounts for each modification for the period indicated are as follows:


	As of and for the Three Months Ended March 31, 2024
Dollars in thousands	Principal Forgiveness, Interest Rate Reduction, & Term Extension		Interest Rate Reduction & Term Extension		Term Extension		Total
Large loans	$	14	$	1,669	$	47	$	1,730
Small loans		6		272		6		284
Total	$	20	$	1,941	$	53	$	2,014

The Company had no amortized cost basis as of ~~interest earned~~March 31, 2023 for modifications made to borrowers experiencing financial difficulty on ~~impaired~~or after January 1, 2023 that subsequently defaulted during the three months ended March 31, 2023.

The contractual delinquencies of loans that were modified to borrowers experiencing financial difficulty within the previous twelve months for the period indicated are as follows:


	March 31, 2024
Dollars in thousands	Current		30 - 89 Days Past Due		90+ Days Past Due		Total
Large loans	$	11,924	$	934	$	1,341	$	14,199
Small loans		2,024		216		209		2,449
Total (1)	$	13,948	$	1,150	$	1,550	$	16,648

(1) Excludes modified finance receivables that subsequently charged off of $1.2 million and $0.3 million in large and small loans, respectively.

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


	March 31, 2023
Dollars in thousands	Current		30 - 89 Days Past Due		90+ Days Past Due		Total
Large loans	$	4,825	$	60	$	2	$	4,887
Small loans		1,053		17		3		1,073
Total (1)	$	5,878	$	77	$	5	$	5,960

Table of Contents

(1) Excludes modified finance receivables that subsequently charged off of $6 thousand in large loans.

Note 4. ~~Long-Term~~Restricted Available-for-Sale Investments

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


	March 31, 2024
Dollars in thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted investments	$	22,873	$	—	$	(277	)	$	22,596


	December 31, 2023
Dollars in thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted investments	$	23,211	$	1	$	(472	)	$	22,740

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


	March 31, 2024
	Less than 12 Months					12 Months or Longer					Total
Dollars in thousands	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
Restricted investments	$	3,875	$	(3	)	$	18,721	$	(274	)	$	22,596	$	(277	)


	December 31, 2023
	Less than 12 Months				12 Months or Longer					Total
Dollars in thousands	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
Restricted investments	$	—	$	—	$	18,633	$	(472	)	$	18,633	$	(472	)

The restricted available-for-sale investments consist of U.S. Treasuries which are measured at fair value and include accrued interest receivables of $0.1 million and $0.3 million as of March 31, 2024 and December 31, 2023, respectively. The investments consist of highly rated securities backed by the U.S. federal government. As a result, the Company has not recorded an allowance for credit losses related to the restricted available-for-sale investments.

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


	March 31, 2024
Dollars in thousands	Amortized Cost		Estimated Fair Value
Due in one year	$	20,684	$	20,460
Due within one year to five years		2,189		2,136
Due within five years to ten years		—		—
Due after ten years		—		—
Total restricted available-for-sale investments	$	22,873	$	22,596

The Company had no proceeds from sold restricted available-for-sale investments during the three months ended March 31, 2024 and 2023, respectively.

Table of Contents

The Company had no gross realized gains or losses during the three months ended March 31, 2024 and 2023, respectively. For additional information on the Company's restricted available-for-sale investments, see Note 7, "Disclosure About Fair Value of Financial Instruments."

Note 5. Debt

The following is a summary of the Company’s ~~long-term~~ debt as of the periods indicated:


	March 31, 2024							December 31, 2023
Dollars in thousands	Debt		Unamortized Debt Issuance Costs (1)			Net Debt		Debt		Unamortized Debt Issuance Costs (1)			Net Debt
Senior revolving credit facility	$	154,208	$	(776	)	$	153,432	$	195,462	$	(606	)	$	194,856
RMR IV revolving warehouse credit facility		22,133		—			22,133		3,197		—			3,197
RMR V revolving warehouse credit facility		51,276		—			51,276		26,718		—			26,718
RMR VI revolving warehouse credit facility		20,640		—			20,640		15,953		—			15,953
RMR VII revolving warehouse credit facility		5,309		—			5,309		4,216		—			4,216
RMIT 2020-1 securitization		113,089		—			113,089		145,290		—			145,290
RMIT 2021-1 securitization		232,078		—			232,078		248,915		(141	)		248,774
RMIT 2021-2 securitization		200,191		(999	)		199,192		200,192		(1,106	)		199,086
RMIT 2021-3 securitization		125,202		(785	)		124,417		125,202		(864	)		124,338
RMIT 2022-1 securitization		250,374		(779	)		249,595		250,374		(991	)		249,383
RMIT 2022-2B securitization		184,295		(609	)		183,686		184,295		(870	)		183,425
Total	$	1,358,795	$	(3,948	)	$	1,354,847	$	1,399,814	$	(4,578	)	$	1,395,236
Unused amount of revolving credit facilities (subject to borrowing base)	$	478,411						$	551,508

(1) Unamortized debt issuance costs related to the revolving warehouse credit facilities are presented within other assets in the consolidated balance sheets. These credit facilities had $2.2 million and $2.4 million in such costs as of March 31, 2024 and December 31, 2023, respectively.

   September 30, 2017    December 31, 2016
In thousands    Long-Term
Debt    Unamortized
Debt Issuance
Costs Net
Long-Term
Debt    Long-Term
Debt    Unamortized
Debt Issuance
Costs Net
Long-Term
Debt
Senior revolving credit facility
   $ 461,017    $ (2,309 ) $ 458,708    $ 452,849    $ (1,221 ) $ 451,628
Amortizing loan
   21,584    (468 ) 21,116    38,829    (931 ) 37,898
Revolving warehouse credit facility
   55,750    (2,489 ) 53,261    —      —   —








Total
   $ 538,351    $ (5,266 ) $ 533,085    $ 491,678    $ (2,152 ) $ 489,526








Unused amount of revolving credit facilities (subject to borrowing base)
   $ 246,233       $ 132,151

Senior Revolving Credit Facility:In ~~June 2017,~~February 2024, the Company amended ~~and restated~~ its senior revolving credit facility to, among other things, ~~increase~~reduce the availability under the facility from ~~$585~~$420 million to ~~$638~~$355 million and extend the maturity ~~of the facility from August 2019~~date to ~~June 2020. The facility has an accordion provision that allows for the expansion of the facility to $700 million.~~September 2025. Excluding the receivables held by the Company’s VIEs, the senior revolving credit facility is secured by substantially all of the Company’s finance receivables and equity interests of the majority of its subsidiaries. Advances on the senior revolving credit facility are capped at 83% of eligible finance receivables (80% of eligible finance receivables as of March 31, 2024).

Borrowings under the facility bear interest, payable monthly, at rates equal to ~~LIBOR of a maturity the Company elects between one and six months,~~one-month SOFR with a ~~LIBOR~~ floor of ~~1.00%~~not less than 0.50%, plus a ~~3.00%~~3.00% margin ~~increasing to 3.25% when the availability percentage is below 10%.~~and a benchmark adjustment. The ~~LIBOR rate for this facility was 1.25% and 0.88% at September 30, 2017 and December 31, 2016, respectively. Alternatively, the Company may pay~~effective interest ~~at the prime rate, plus a 2.00% margin, increasing to 2.25% when the availability percentage is below 10%. The prime~~ rate was ~~4.25% and 3.75%~~8.43% at ~~September 30, 2017 and December~~March 31, ~~2016, respectively.~~ 2024. The Company pays an unused line fee of 0.50% per annum, payable monthly, decreasing to 0.375% when the average outstanding balance exceeds $413.0 million. Advances on the senior revolving credit facility are capped at 85% of eligible secured finance receivables, plus 70% of eligible unsecured finance receivables. These rates are subject to adjustment at certain credit quality levels (84% of eligible secured finance receivables and 69% of eligible unsecured finance receivables as of September 30, 2017). As of September 30, 2017, the Company had $58.4 million of eligible capacity under the facility.

In June 2017, the Company and its wholly-owned subsidiary, RMR II, entered into a credit agreement providing for a $125 million revolving warehouse credit facility to RMR II (expandable to $150 million). RMR II purchases large loan finance receivables, net of the related allowance for credit losses, from the Company’s affiliates using the proceeds of the facility and equity investments from the Company. The facility is secured by the finance receivables owned by RMR II. RMR II held $0.7 million in a restricted cash reserve account as of September 30, 2017 to satisfy provisions of the credit agreement. Through October 1, 2017, borrowings under the facility bore interest, payable monthly, at a blended rate equal to three-month LIBOR, plus a margin of 3.50%. Effective October 2, 2017, the margin decreased to 3.25% following the satisfaction of a milestone associated with the Company’s conversion to a new loan origination and servicing system. The margin may again decrease to 3.00% with the satisfaction of a further system conversion milestone. The three-month LIBOR was 1.34% at September 30, 2017. RMR II pays an unused commitment fee of between ~~0.35%~~0.50% and ~~0.85% per annum, payable monthly,~~1.00% based upon the average ~~daily utilization~~outstanding balance. As of March 31, 2024, the ~~facility. Advances on~~Company had $163.7 million of immediate available liquidity to draw down cash under the facility ~~are capped at 80%~~and held $4.2 million in unrestricted cash.

Variable Interest Entity Debt: As part of ~~finance receivables.~~

~~In December 2015,~~its overall funding strategy, the Company ~~and its wholly-owned subsidiary, RMR, entered into a credit agreement providing for a $75.7 million asset-backed, amortizing loan to RMR. RMR purchased $86.1 million in automobile~~has transferred certain finance receivables ~~net of a $2.6 million allowance~~to affiliated VIEs for ~~credit losses, from~~asset-backed financing transactions, including securitizations. The following debt arrangements are issued by the Company’s ~~affiliates using~~SPEs, which are considered VIEs under GAAP and are consolidated into the ~~proceeds~~financial statements of the loan and an equity investment from the Company to fund such purchase. The loan is secured by the finance receivables owned by RMR. RMR held $1.7 million in a restricted cash reserve account as of September 30, 2017 to satisfy provisions of the credit agreement. RMR pays interest of 3.00% per annum on the loan balance from the closing date until the date the loan balance has been fully repaid. The amortizing loan terminates in December 2022. The credit agreement allows RMR to prepay the loan when the outstanding balance falls below 20% of the original loan amount.

their primary beneficiary.

These ~~debt agreements contain restrictive covenants requiring monthly and annual reporting to the banks. At September 30, 2017, the Company was in compliance with all debt covenants.~~

~~Both the amortizing loan and warehouse credit facility~~debts are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these ~~accounts~~finance receivables are remitted to restricted cash collection accounts, which totaled ~~$5.8~~$103.7 million and ~~$2.7~~$109.9 million as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively. Cash inflows from the finance receivables are distributed to the ~~lenders and~~lenders/investors, the service providers, and/or the residual interest that the Company owns in accordance with a monthly contractual priority of ~~payments (waterfall) and, as such, the inflows are directed first to servicing fees. RMR and RMR II~~payments. The SPEs pay a 4% servicing fee to the Company, which is eliminated in consolidation. ~~Next, all cash inflows are directed to the interest, principal, and any adjustments to the reserve accounts and, thereafter, to the residual interest that the Company owns.~~ Distributions from ~~RMR and RMR II~~the SPEs to the Company are permitted under the ~~credit agreements.~~debt arrangements.

~~Both RMR~~At each sale of receivables from the Company’s affiliates to the SPEs, the Company makes certain representations and ~~RMR II~~warranties about the quality and nature of the collateralized receivables. The debt arrangements require the Company to repurchase the receivables in certain circumstances, including circumstances in which the representations and warranties made by the Company concerning the quality and characteristics of the receivables are ~~considered VIEs under GAAP~~inaccurate. Assets transferred to each SPE are legally isolated from

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the Company and its affiliates, as well as the claims of the Company’s and its affiliates’ creditors. Further, the assets of each SPE are owned by such SPE and are ~~consolidated into~~not available to satisfy the financial statements of their primary beneficiary. The Company is considered to be the primary beneficiary of RMR and RMR II because it has (i) power over the significant activities of RMR and RMR II through its role as servicerdebts or other obligations of the ~~finance receivables under each credit agreement and (ii)~~Company or any of its affiliates.

The following table presents the ~~obligation to absorb losses or the right to receive returns that could be significant through the Company’s interest in the monthly residual cash flows of RMR and RMR II after each debt is paid.~~

~~The carrying amounts of consolidated VIE~~ assets and liabilities of our consolidated variable interest entities:


Dollars in thousands	(Unaudited) March 31, 2024			December 31, 2023
Assets
Cash	$	378		$	378
Net finance receivables		1,259,776			1,278,568
Allowance for credit losses		(133,161	)		(133,207	)
Restricted cash		117,934			123,899
Other assets		3,137			2,880
Total assets	$	1,248,064		$	1,272,518
Liabilities
Net debt	$	1,201,415		$	1,200,380
Accounts payable and accrued expenses		213			218
Total liabilities	$	1,201,628		$	1,200,598

RMR IV Revolving Warehouse Credit Facility: In April 2021, the Company and its SPE, RMR IV, entered into a credit agreement that provides for a $125 million revolving warehouse credit facility to RMR IV. In April and May 2023, the Company and RMR IV amended and restated the credit agreement that provides for a revolving warehouse credit facility to (i) extend the amortizing loan conversion date from April 2023 to May 2025 and the termination date from April 2024 to May 2026; (ii) decrease the capped advances on the facility from 81% to 77% of eligible finance receivables; and (iii) increase the margin from 2.35% to 2.80%. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR IV. Advances on the facility are capped at 79% of eligible finance receivables following a March 2024 amendment (79% of eligible finance receivables as ~~follows:~~of March 31, 2024).

Borrowings under the facility bear interest, payable monthly, at rates equal to one-month SOFR plus a margin of 2.80% and a benchmark adjustment. The effective interest rate was 8.23% as of March 31, 2024. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. RMR IV had no immediate availability to draw down cash under the facility and held $0.3 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the credit agreement.

In thousands    September 30, 2017    December 31, 2016
Assets

Cash
   $ 71    $ 36
Finance receivables
   89,147    41,244
Allowance for credit losses
   (4,460 )    (2,337 )
Restricted cash
   8,238    4,426
Other assets
   39    201




Total assets
   $ 93,035    $ 43,570




Liabilities

Net long-term debt
   $ 74,377    $ 37,898
Accounts payable and accrued expenses
   18    5




Total liabilities
   $ 74,395    $ 37,903

RMR V Revolving Warehouse Credit Facility: In November 2022, the Company and its SPE, RMR V, amended and restated the credit agreement that provides for a $100 million revolving warehouse credit facility to RMR V to extend the date at which the facility converts to an amortizing loan and the termination date to November 2024 and November 2025, respectively. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR V. Advances on the facility are capped at 80% of eligible finance receivables (80% of eligible finance receivables as of March 31, 2024).

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%. The effective interest rate was 8.28% as of March 31, 2024. 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 no immediate availability to draw down cash under the facility and held $0.6 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the credit agreement.

RMR VI Revolving Warehouse Credit Facility: In February 2023, the Company and its SPE, RMR VI, entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VI. The facility converts to an amortizing loan in February 2025 and terminates in February 2026. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR VI. Advances on the facility are capped at 75% of eligible finance receivables (previously 80%) following a March 2024 amendment (75% of eligible finance receivables as of March 31, 2024).

Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 0.10% per annum, (ii) a margin of 2.50%, and (iii) the applicable step-up margin (0.00% during the revolving period). The effective interest rate was 7.93% as of March 31, 2024. RMR VI pays a monthly unused commitment fee of 0.50%. RMR VI had $1.4 million of immediate availability to

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draw down cash under the facility and held $0.3 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the credit agreement.

RMR VII Revolving Warehouse Credit Facility: In April 2023, the Company and its SPE, RMR VII, entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VII. The facility converts to an amortizing loan in October 2024 and terminates in October 2025. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR VII. Advances on the facility are capped at 80% of eligible finance receivables (80% of eligible finance receivables as of March 31, 2024).

Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 0.10% per annum, (ii) a margin of 3.00%, and (iii) the applicable step-up margin (0.00% during the revolving period). The effective interest rate was 8.43% as of March 31, 2024. RMR VII pays a monthly unused commitment fee ranging between 0.45% and 0.65%. RMR VII had no immediate availability to draw down cash under the facility and held $0.1 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the credit agreement.

RMIT 2020-1 Securitization: In September 2020, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2020-1, completed a private offering and sale of $180 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2020-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2020-1. The notes had a revolving period ending in September 2023, with a final maturity date in October 2030. RMIT 2020-1 held $1.9 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2020-1 securitization bear interest, payable monthly, at an effective interest rate of 3.15% as of March 31, 2024. Prior to maturity in October 2030, the Company may redeem the notes in full, but not in part.

RMIT 2021-1 Securitization: In February 2021, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2021-1, completed a private offering and sale of $249 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-1. The notes had a revolving period ending in February 2024, with a final maturity date in March 2031. RMIT 2021-1 held $2.6 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-1 securitization bear interest, payable monthly, at an effective interest rate of 2.11% as of March 31, 2024. Prior to maturity in March 2031, the Company may redeem the notes in full, but not in part.

RMIT 2021-2 Securitization: In July 2021, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2021-2, completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-2. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-2. The notes have a revolving period ending in July 2026, with a final maturity date in August 2033. RMIT 2021-2 held $2.1 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-2 securitization bear interest, payable monthly, at an effective interest rate of 2.30% as of March 31, 2024. Prior to maturity in August 2033, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in August 2026. No payments of principal of the notes will be made during the revolving period.

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

RMIT 2022-1 Securitization: In February 2022, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2022-1, completed a private offering and sale of $250 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2022-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2022-1. The notes have a revolving period ending in February 2025, with a final maturity date in March 2032. RMIT 2022-1 held $2.6 million in restricted cash reserves

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as of March 31, 2024 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2022-1 securitization bear interest, payable monthly, at an effective interest rate of 3.59% as of March 31, 2024. Prior to maturity in March 2032, the Company may redeem the notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in March 2025. No payments of principal of the notes will be made during the revolving period.

RMIT 2022-2B Securitization: In October 2022, the Company, its SPE, RMR III, and the Company’s indirect SPE, RMIT 2022-2B, completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of three classes of fixed-rate, asset-backed notes by RMIT 2022-2B. The asset-backed notes were secured by finance receivables and other related assets that RMR III purchased from the Company and have a revolving period ending in October 2024, with a final maturity date in November 2031. RMR III sold two classes of the asset-backed notes and transferred them to RMIT 2022-2B. RMIT 2022-2B held $2.3 million in restricted cash reserves as of March 31, 2024 to satisfy provisions of the transaction documents. Borrowings under the sold notes bear interest, payable monthly, at an effective interest rate of 7.51% as of March 31, 2024. The $16.3 million class of the fixed-rate, asset-backed notes was retained by RMR III on the closing date but may be sold in whole or in part. Prior to maturity in November 2031, the Company may redeem the notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in November 2024. No payments of principal of the notes will be made during the revolving period.

The Company’s debt arrangements are subject to certain covenants, including monthly and annual reporting, maintenance of specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, and certain other restrictions. As of March 31, 2024, the Company was in compliance with all debt covenants.

Note 6. Stockholders’ Equity

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


	Three Months Ended March 31,
	2024		2023
Dividends declared per common share	$	0.30	$	0.30

See Note 12, “Subsequent Events,” for information regarding the Company’s cash dividend following the end of the fiscal quarter.

Note 5.7. Disclosure About Fair Value of Financial Instruments

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

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

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

Net finance receivables: ~~Finance receivables are originated at prevailing market rates.~~ The Company’s finance receivable portfolio turns approximately 1.4 times per year. The portfolio turnover is calculated by dividing cash payments, renewals, and net credit losses by the average finance receivables. Management believes that the carrying amount approximatesCompany determines the fair value of ~~its~~net finance ~~receivable portfolio.~~

~~Interest rate caps:~~receivables using a discounted cash flows methodology. The ~~fair value~~application of ~~the interest rate caps is the estimated amount~~this methodology requires the Company ~~would receive~~ to ~~terminate the cap agreements at the reporting date, taking into account current interest~~make certain estimates and judgments. These estimates and judgments include, but are not limited to, prepayment rates, default rates, loss severity, and ~~the creditworthiness of the counterparty.~~risk-adjusted discount rates.

~~Repossessed assets:~~ ~~Repossessed assets are valued at the lower of the receivable balance of the finance receivable prior to repossession or the estimated net realizable value.~~Debt: The Company estimates ~~net realizable value at the projected cash value upon liquidation, less costs to sell the related collateral.~~

~~Long-term debt:~~ ~~The Company’s long-term debt is frequently renewed, amended, or recently originated. As a result, the Company believes that~~ the fair value of ~~long-term~~ debt ~~approximates carrying amounts. The Company also considered its creditworthiness in its determination~~using estimated credit marks based on an index of ~~fair value.~~

~~The carrying amount and estimated fair values of the Company’s~~similar financial instruments ~~summarized by level are as follows:~~(credit facilities) and projected cash flows from the underlying collateralized finance receivables (securitizations), each discounted using a risk-adjusted discount rate.

   September 30, 2017    December 31, 2016
In thousands    Carrying
Amount    Estimated
Fair Value    Carrying
Amount    Estimated
Fair Value
Assets

Level 1 inputs

Cash
   $ 5,191    $ 5,191    $ 4,446    $ 4,446
Restricted cash
   13,849    13,849    8,297    8,297
Level 2 inputs

Interest rate caps
   77    77    62    62
Level 3 inputs

Net finance receivables
   727,456    727,456    676,525    676,525
Repossessed assets
   381    381    502    502
Liabilities

Level 3 inputs

Long-term debt
   538,351    538,351    491,678    491,678

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

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

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

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

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

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


	March 31, 2024				December 31, 2023
Dollars in thousands	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Level 1
Cash	$	4,215	$	4,215	$	4,509	$	4,509
Restricted cash		118,194		118,194		124,164		124,164
Level 3
Net finance receivables, less unearned insurance premiums and allowance for credit losses		1,511,511		1,565,165		1,536,118		1,603,737
Liabilities
Level 3
Debt		1,358,795		1,271,525		1,399,814		1,308,349

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

March 31, 2024

December 31, 2023

Dollars in thousands

Carrying
Amount

Estimated
Fair Value

Carrying
Amount

Estimated
Fair Value

Assets

Level 2

Restricted available-for-sale investments

22,596

22,740

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

Note 6.8. Income Taxes

~~Pursuant to the adoption of~~The Company records interim provisions for income taxes based on an ~~accounting standard update issued in March 2016 and~~estimated annual effective ~~for fiscal year 2017, the~~tax rate. The Company ~~now~~ recognizes ~~the~~discrete tax benefits or deficiencies ~~from the exercise or vesting of share-based awards~~ in the income tax line of the consolidated statements of income. ~~These tax~~Generally, these discrete benefits ~~and~~or deficiencies ~~were previously recognized within additionalpaid-in-capital~~ onare primarily the ~~Company’s balance sheet.~~result of exercises or vestings of share-based awards.

~~For~~The following table summarizes the ~~three months ended September 30, 2017 and 2016, the Company recorded~~components of income ~~tax expense of $3.2 million and $4.0 million, respectively. Included in these amounts are tax benefits from share-based awards of $37 thousand and $0~~taxes for the ~~three months ended September 30, 2017 and 2016, respectively. The Company recorded $9.4 million and $10.9 million~~periods indicated:


	Three Months Ended March 31,
Dollars in thousands	2024			2023
Provision for corporate taxes	$	4,786		$	2,901
Discrete tax (benefits) deficiencies		(58	)		15
Total income taxes	$	4,728		$	2,916

Table of income tax expense for the nine months ended September 30, 2017 and 2016, respectively. Included in these amounts are tax benefits from share-based awards of $1.5 million and $0 for the nine months ended September 30, 2017 and 2016, respectively.Contents

Note 7.9. Earnings Per Share

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

   Three Months Ended
September 30,    Nine Months Ended
September 30,
In thousands, except per share amounts    2017    2016    2017    2016
Numerator:

Net income
   $ 5,309    $ 6,476    $ 19,078    $ 17,564








Denominator:

Weighted average shares outstanding for basic earnings per share
   11,563    11,384    11,537    11,963
Effect of dilutive securities
   249    280    215    231








Weighted average shares adjusted for dilutive securities
   11,812    11,664    11,752    12,194








Earnings per share:

Basic
   $ 0.46    $ 0.57    $ 1.65    $ 1.47








Diluted
   $ 0.45    $ 0.56    $ 1.62    $ 1.44


	Three Months Ended March 31,
Dollars in thousands, except per share amounts	2024		2023
Numerator:
Net income	$	15,205	$	8,689
Denominator:
Weighted-average shares outstanding for basic earnings per share		9,569		9,325
Effect of dilutive securities		177		297
Weighted-average shares adjusted for dilutive securities		9,746		9,622
Earnings per share:
Basic	$	1.59	$	0.93
Diluted	$	1.56	$	0.90

~~Options to purchase 240 thousand and 310 thousand~~The Company excluded outstanding shares of common stock ~~were outstanding during~~totaling 0.5 million and 0.2 million for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, respectively, ~~but were not included in~~from the computation of diluted earnings per share because they were anti-dilutive. These anti-dilutive awards include NQSOs, RSAs, performance-contingent RSUs, and PRSUs.

Note 8.10. Share-Based Compensation

The Company previously adopted the 2007 ~~Management Incentive~~ Plan ~~(the “2007 Plan~~”) and the 2011 ~~Stock Incentive Plan (the “2011 Plan”).~~Plan. On April 22, 2015, the stockholders of the Company approved the 2015 ~~Long-Term Incentive~~ Plan, ~~(the “2015 Plan”),~~ and on each of April 27, 2017 and May 20, 2021, the stockholders of the Companyre-approved the 2015 Plan, as amended and ~~restated.~~ restated on each respective date. As of ~~September 30, 2017,~~March 31, 2024, subject to adjustments as provided in the 2015 Plan, the maximum aggregate number of shares of the Company’s common stock that could be issued under the 2015 Plan could not exceed the sum of (i) ~~1.6~~2.6 million shares (such amount reflecting an increase of 1.05 million additional or “new” shares in connection with the May 20, 2021 re-approval of the 2015 Plan) plus (ii) any shares ~~(A)~~ remaining available for the grant of awards as of the 2015 Plan effective date (April 22, 2015) under the 2007 Plan or the 2011 Plan, ~~and/or (B)~~plus (iii) any shares subject to an award granted under the 2007 Plan or the 2011 Plan, which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited. As of the ~~effectiveness~~effective date of the 2015 Plan (April 22, 2015), there were ~~922 thousand~~0.9 million shares available for grant under the 2015 Plan, inclusive of shares previously available for grant under the 2007 Plan and the 2011 Plan that were rolled over to the 2015 Plan. No further grants will be made under the 2007 Plan or the 2011 Plan. However, awards that are outstanding under the 2007 Plan and the 2011 Plan will continue in accordance with their respective terms. As of ~~September 30, 2017,~~March 31, 2024, there were ~~1.3~~0.6 million shares available for grant under the 2015 Plan.

For ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, the Company recorded share-based compensation expense of ~~$1.2 million. The Company recorded $3.3~~$1.8 million and ~~$3.0~~$2.1 million, ~~in share-based compensation for the nine months ended September 30, 2017 and 2016,~~ respectively. As of ~~September 30, 2017,~~March 31, 2024, unrecognized share-based compensation expense to be recognized over future periods approximated ~~$6.2~~$9.1 million. This amount will be recognized as expense over a weighted-average period of ~~1.9~~1.4 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity ~~awards except for cash-settled performance units, which are classified as liabilities.~~awards.

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

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

Prior to 2022, the Company issued NQSOs, performance-contingent RSUs, CSPUs, and RSAs to certain members of senior management under the LTIP. The CSPUs are cash incentive awards, and the associated expense is not based on the market price of the Company’s ~~Board of Directors (the “Board”).~~common stock. The annual grants are subject to cliff- and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. The actual value

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of the performance-contingent RSUs and CSPUs that may be earned can range from 0%0% to ~~150%~~150% of target based on ~~the achievement of EBITDA and net income per share performance targets (2015 grants) or~~ the percentile ranking of the Company’s compound annual growth rate of pre-provision net income and pre-provision net income per share compared to a public company peer group ~~(2016 and 2017 grants), in each case~~ over a three-year performance period.

~~In 2016, the~~Key team member incentive program: The Company ~~introduced~~also has a key team member incentive program for certain other members of senior management. Recurring annual participation in the program is at the discretion of the Board and executive management. Each participant in the program is eligible to earn ~~a restricted stock award,~~an RSA, subject to performance over aone-year period. Payout under the program can range from 0%0% to ~~150%~~150% of target based on the achievement of five Company performance metrics and individual performance goals (subject to continued employment and certain other terms and conditions of the program). If earned, the ~~restricted stock award~~RSA is issued following theone-year performance period and vests ratably over a subsequenttwo-year period (subject to continued employment or as otherwise provided in the underlying award agreement).

Inducement and retention program: From time to time, the Company issues ~~share-based~~stock awards and other long-term incentive awards in conjunction with employment offers to select new employees and retention grants to select existing employees. The Company issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting terms, including fully-vested awards at the grant date, cliff-vesting, and graded-vesting over periods of ~~18 months~~up to 5five years (subject to continued employment or as otherwise provided in the underlying award agreements).

Non-employee director compensation program:~~In 2015 and 2016, the~~The Company ~~awarded~~awards itsnon-employee directors a cash retainer ~~committee meeting fees,~~and shares of restricted common ~~stock, and nonqualified stock options.~~stock. The Board revised the compensation program in April 2017 to provide that the value of each director’s equity-based award be allocated solely to restricted stock, rather than split evenly between restricted stock and nonqualified stock options. The restricted stock awardsRSAs are granted on the fifth business day following the Company’s annual meeting of stockholders and fully vest upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the ~~Company. In 2015 and 2016,~~Company (so long as the ~~nonqualified stock option awards were granted on~~period between the ~~fifth business day following~~date of the ~~Company’s~~ annual stockholders’ meeting ~~of stockholders and were immediately vested on~~related to the grant ~~date.~~date and the date of the next annual stockholders’ meeting is not less than 50 weeks).

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

Nonqualified stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of grant. Stock options are subject to various vesting terms, including graded- and cliff-vesting over~~18-month~~ periods of up to~~5-year~~ ~~vesting periods.~~five years. In addition, stock options vest and become exercisable in full or in part under certain circumstances, including following the occurrence of a change of control (as defined in the option award agreements). Participants who are awarded options must exercise their options within a maximum of ten years of the grant date.

The fair value of option grants are estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions for option grants during the periods indicated below.

   Nine Months Ended
September 30,
   2017 2016
Expected volatility
   43.95 % 46.04 %
Expected dividends
   0.00 % 0.00 %
Expected term (in years)
   5.96 5.80
Risk-free rate
   2.09 % 1.32 %

Expected volatility is based on the Company’s historical stock price volatility. The expected term is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. The risk-free rate is based on the zero coupon U.S. Treasury bond rate over the expected term of the awards.

The following table summarizes the stock option activity for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2024:


Dollars and shares in thousands, except per share amounts	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2024		509	$	23.32
Granted		—		—
Exercised		—		—
Forfeited		—		—
Expired		—		—
Options outstanding at March 31, 2024		509	$	23.32		4.6	$	1,735
Options exercisable at March 31, 2024		509	$	23.32		4.6	$	1,735

In thousands, except per share amounts    Number of
Shares    Weighted-Average
Price Per Share    Weighted-Average
Remaining
Contractual
Life (Years)    Aggregate
Intrinsic
Value
Options outstanding at January 1, 2017
   1,166    $ 14.66
Granted
   116    19.99
Exercised
   (283 )    7.15
Forfeited
   (35 )    18.30
Expired
   —      —





Options outstanding at September 30, 2017
   964    $ 17.38    7.4    $ 6,843








Options exercisable at September 30, 2017
   463    $ 17.25    6.5    $ 3,376








Available for grant at September 30, 2017
   1,263

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


	Three Months Ended March 31,
Dollars in thousands, except per share amounts	2024		2023
Weighted-average grant date fair value per share	$	—	$	—
Intrinsic value of options exercised	$	—	$	—
Fair value of stock options that vested	$	—	$	—

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   Three Months Ended
September 30,    Nine Months Ended
September 30,
In thousands, except per share amounts    2017    2016    2017    2016
Weighted-average grant date fair value per share
   $ —      $ 8.36    $ 8.90    $ 7.74
Intrinsic value of options exercised
   $ 143    $ 708    $ 4,945    $ 979
Fair value of stock options that vested
   $ —      $ —      $ 559    $ 668

Performance restricted stock units: Compensation expense for PRSUs is based on the fair value of the award estimated on the grant date using the Monte Carlo valuation model. There were no PRSUs granted during the three months ended March 31, 2024.

The following table summarizes PRSU activity during the three months ended March 31, 2024:

Dollars and units in thousands, except per unit amounts

Units

Weighted-Average
Grant Date
Fair Value Per Unit

Non-vested units at January 1, 2024

175

$
39.94

Granted

—

—

Achieved performance adjustment

—

—

Vested

—

—

Forfeited

—

—

Non-vested units at March 31, 2024

175

$
39.94

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

Three Months Ended
March 31,

Dollars in thousands, except per unit amounts

2024

2023

Weighted-average grant date fair value per unit

$
—

$
—

Fair value of PRSUs that vested

$
—

$
—

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

The following table summarizes RSU activity during the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2024:


Dollars and units in thousands, except per unit amounts	Units		Weighted-Average Grant Date Fair Value Per Unit
Non-vested units at January 1, 2024		45	$	30.22
Granted (target)		—		—
Achieved performance adjustment		—		—
Vested		—		—
Forfeited		—		—
Non-vested units at March 31, 2024		45	$	30.22

In thousands, except per unit amounts    Units    Weighted-Average
Grant Date
Fair Value
Non-vested units at January 1, 2017
   164    $ 16.07
Granted
   85    19.99
Vested
   —      —
Forfeited
   (48 )    17.69




Non-vested units at September 30, 2017
   201    $ 17.33

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


	Three Months Ended March 31,
Dollars in thousands, except per unit amounts	2024		2023
Weighted-average grant date fair value per unit	$	—	$	—
Fair value of RSUs that vested	$	—	$	—

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2017    2016    2017    2016
Weighted-average grant date fair value per unit
   $ —      $ —      $ 19.99    $ 17.02

~~Cash-settled performance units:~~ ~~CSPUs will be settled in cash at the end~~Restricted stock awards: The fair value and compensation expense of the ~~performance measurement period and are classified as a liability. The value of CSPUs bears no relationship to the value~~primary portion of the Company’s ~~common stock.~~RSAs are calculated using the Company’s closing stock price on the date of grant. These RSAs include director awards, inducement awards, and RSAs granted pursuant to the Company’s long-term incentive program.

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

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The following table summarizes ~~CSPU~~RSA activity during the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2024:


Dollars and shares in thousands, except per share amounts	Shares			Weighted-Average Grant Date Fair Value Per Share
Non-vested shares at January 1, 2024		190		$	35.89
Granted		111			29.61
Vested		(2	)		44.39
Forfeited		(1	)		47.49
Non-vested shares at March 31, 2024		298		$	33.49

In thousands, except per unit amounts    Units    Weighted-Average
Grant Date
Fair Value
Non-vested units at January 1, 2017
   2,641    $ 1.00
Granted
   1,686    1.00
Vested
   —      —
Forfeited
   (843 )    1.00




Non-vested units at September 30, 2017
   3,484    $ 1.00

~~Restricted stock awards:~~~~The fair value and compensation cost of restricted stock is calculated using the Company’s closing stock price on the date of grant.~~

~~The following table summarizes restricted stock activity during the nine months ended September 30, 2017:~~

In thousands, except per share amounts    Shares    Weighted-Average
Grant Date
Fair Value
Non-vested shares at January 1, 2017
   39    $ 16.46
Granted
   83    18.35
Vested
   (39 )    16.46
Forfeited
   (7 )    18.77




Non-vested shares at September 30, 2017
   76    $ 18.31

The following table provides additional ~~restricted stock information.~~RSA information for the periods indicated:


	Three Months Ended March 31,
Dollars in thousands, except per share amounts	2024		2023
Weighted-average grant date fair value per share	$	29.61	$	51.87
Fair value of RSAs that vested	$	58	$	154

   Three Months Ended
September 30,    Nine Months Ended
September 30,
In thousands, except per share amounts    2017    2016    2017    2016
Weighted-average grant date fair value per share
   $ —      $ —      $ 18.35    $ 16.37
Fair value of restricted stock awards that vested
   $ 252    $ —      $ 642    $ 347

Note 9.11. Commitments and Contingencies

~~On May 30, 2014, a securities class action lawsuit was filed in the United States District Court for the Southern District of New York (the~~“~~District Court”) against the Company and certain of its current and former directors, executive officers, and stockholders (collectively, the “Defendants”). The complaint alleged violations of the Securities Act of 1933 (the “1933 Act Claims~~”) and sought unspecified compensatory damages and other relief on behalf of a purported class of purchasers of the Company’s common stock in the September 2013 and December 2013 secondary public offerings. On August 25, 2014, Waterford Township Police & Fire Retirement System and City of Roseville Employees’ Retirement System were appointed as lead plaintiffs (collectively, the “~~Plaintiffs”). An amended complaint was filed on November 24, 2014. In addition to the 1933 Act Claims, the amended complaint also added claims for violations of the Securities Exchange Act of 1934 (the “1934 Act Claims~~”) seeking unspecified compensatory damages on behalf of a purported class of purchasers of the Company’s common stock between May 2, 2013 and October 30, 2014, inclusive. On January 26, 2015, the Defendants filed a motion to dismiss the amended complaint in its entirety. In response, the Plaintiffs sought and were granted leave to file an amended complaint. On February 27, 2015, the Plaintiffs filed a second amended complaint. Like the prior amended complaint, the second amended complaint asserts 1933 Act Claims and 1934 Act Claims and seeks unspecified compensatory damages. The Defendants’ motion to dismiss the second amended complaint was filed on April 28, 2015, the Plaintiffs’ opposition was filed on June 12, 2015, and the Defendants’ reply was filed on July 13, 2015.

On March 30, 2016, the District Court granted the Defendants’ motion to dismiss the second amended complaint in its entirety. On May 23, 2016, the Plaintiffs moved for leave to file a third amended complaint. The Defendants’ opposition brief was filed on June 9, 2016, and the Plaintiffs’ reply brief was filed on June 20, 2016. On January 27, 2017, the District Court denied the Plaintiffs’ motion for leave to file a third amended complaint and directed entry of final judgment in favor of the Defendants. On January 30, 2017, the District Court entered final judgment in favor of the Defendants. On March 1, 2017, the Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit (the “~~Appellate Court~~”). The Plaintiffs/Appellants’ appellate brief was filed on June 13, 2017, the Defendants/Appellees’ appellate brief was filed on September 12, 2017, and the Plaintiffs/Appellants’ reply brief was filed on October 17, 2017. The Appellate Court is scheduled to hear oral arguments on November 17, 2017.

The Company believes that the claims against it are without merit and will continue to defend against the litigation vigorously. Because the lawsuit contains multiple 1933 Act Claims and 1934 Act Claims, each with varying probabilities of being overturned on appeal and varying probabilities of loss and loss amounts, the Company is unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this matter. The Company’s primary insurance carrier during the applicable time period has (i) denied coverage for the 1933 Act Claims and (ii) acknowledged coverage of the Company and other insureds for the 1934 Act Claims under a reservation of rights and subject to the terms and conditions of the applicable insurance policy. The parties are in the process of negotiating an allocation between denied and acknowledged claims.

In the normal course of business, the Company has been named as a defendant in legal actions ~~including arbitrations, class actions, and other litigation arising~~ in connection with its activities. Some of the actual or threatened legal actions include claims for compensatory ~~and punitive~~ damages or claims for indeterminate amounts of damages. While the Company will continue to identify legal actions where the Company believes a material loss to be reasonably possible and reasonably estimable, there can be no assurance that material losses will not be incurred from claims that the Company has not yet been notified of or are not yet determined to be probable, or reasonably possible and reasonable to estimate.

The Company contests liability and the amount of damages, as appropriate, in each pending matter.

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

However, in many legal actions, ~~however,~~ it is inherently difficult to determine whether any loss is probable, or even reasonably possible, or to estimate the amount of loss. This is particularly true for actions that are in their early stages of development or where plaintiffs seek indeterminate damages. In addition, even where a loss is reasonably possible or an exposure to loss exists in excess of the liability already accrued, it is not always possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal actions, the Company cannot reasonably estimate such losses, particularly for actions that are in their early stages of development or where plaintiffs seek indeterminate damages. Numerous issues may need to be resolved, including through lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the actions in question, before Before a loss, additional loss, range of loss, or range of additional loss can be reasonably estimated for any given ~~action.~~action, numerous issues may need to be resolved, including through lengthy discovery, following determination of important factual matters, and/or by addressing novel or unsettled legal questions.

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

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

The Company expenses legal costs as they are incurred.

Note 12. Subsequent Events

~~ITEM 2.~~ ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~
Quarterly cash dividend: In May 2024, the Company announced that the Board declared a quarterly cash dividend of $0.30 per share. The dividend will be paid on June 12, 2024to shareholders of record at the close of business on May 22, 2024. The declaration, amount, and payment of any future cash dividends on shares of the Company’s common stock will be at the discretion of the Board.

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

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form10-Q. These discussions contain forward-looking statements that reflect our current expectations and that include, but are not limited to, statements concerning our ~~strategy,~~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 ~~events~~performance to differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements. Such risks and uncertainties include, without limitation, the risks set forth in our filings with the ~~Securities and Exchange Commission (the “~~SEC,~~”),~~ including our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016~~2023 (which was filed with the SEC on February ~~10, 2017), our Quarterly Report on Form10-Q~~ ~~for the quarter ended March 31, 2017 (which was filed with the SEC on May 2, 2017), our Quarterly Report on Form10-Q~~ ~~for the quarter ended June 30, 2017 (which was filed with the SEC on August 1, 2017),~~22, 2024) and this Quarterly Report on Form10-Q. The forward-looking information we have provided in this Quarterly Report on Form10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update or revise such statements, except as required by the federal securities laws.

Overview

We are a diversified consumer finance company ~~providing a broad array of~~that provides installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other ~~traditional~~ lenders. ~~We began operations~~As of March 31, 2024, we operate under the name “Regional Finance” online and in ~~1987 with four branches in South Carolina and have expanded our~~343 branch ~~network to 344~~ locations in 19 states across the ~~states of Alabama, Georgia, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, and Virginia as of September 30, 2017.~~United States, serving 540,600 active accounts. Most of our loan products are secured, and each is structured on a ~~fixed rate, fixed term~~fixed-rate, fixed-term basis with fully amortizing equal monthly installment payments, repayable at any time without penalty. ~~Our~~We source our loans ~~are sourced~~ through our ~~multiple channel~~omni-channel platform, which includes our branches, centrally-managed direct mail campaigns, ~~retailers,~~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 ~~providing~~with the support of centralized sales, underwriting, service, collections, and administrative teams. This model provides us with frequent~~in-person~~ contact with our customers, which we believe improves our credit performance and customer loyalty. Our goal is to consistently ~~and soundly~~ grow our finance receivables and to soundly manage our portfolio risk, while providing our customers with attractive andeasy-to-understand loan products that serve their varied financial needs.

Our ~~diversified product offerings~~products include:

•

Large Loans (>$2,500) – As of March 31, 2024, we had 245.7 thousand large installment loans outstanding, representing $1.3 billion in net finance receivables. This included 63.6 thousand large loan convenience checks, representing $193.3 million in net finance receivables.

•

Small Loans (≤$2,500) – As of March 31, 2024, we had 292.9 thousand small installment loans outstanding, representing $490.8 million in net finance receivables. This included 154.2 thousand small loan convenience checks, representing $227.5 million in net finance receivables.

•

Retail Loans – As of March 31, 2024, we had 2.0 thousand retail purchase loans outstanding, representing $2.8 million in net finance receivables.

•

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

•

~~Small Loans (~~£~~$2,500)~~ – As of September 30, 2017, we had 259.7 thousand small installment loans outstanding, representing $363.3 million in finance receivables. This included 86.8 thousand small loan convenience checks, representing $105.9 million in finance receivables as of September 30, 2017.

•

~~Large Loans (>$2,500)~~ – As of September 30, 2017, we had 72.7 thousand large installment loans outstanding, representing $308.6 million in finance receivables. This included 1.4 thousand large loan convenience checks, representing $3.5 million in finance receivables as of September 30, 2017.

•

~~Automobile Loans~~ – As of September 30, 2017, we had 8.4 thousand automobile purchase loans outstanding, representing $71.7 million in finance receivables. This included 4.6 thousand indirect automobile loans and 3.8 thousand direct automobile loans, representing $42.6 million and $29.1 million in finance receivables, respectively.

•

~~Retail Loans~~ ~~– As of September 30, 2017, we had 21.4 thousand retail purchase loans outstanding, representing $31.3 million in 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 ~~our~~ future growth. We ~~will cease originating automobile loans~~ceased accepting applications for our retail loan product offering in November ~~2017~~2022, to focus on growing our core loan ~~portfolio, though we will~~portfolio. We continue to own and service our ~~current automobile~~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.

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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.

Ongoing inflationary pressures and interest rate trends have continued to create economic uncertainty. 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 maintained a tighter credit box and our advanced underwriting models have performed well. We have focused on higher quality originations and a better credit risk borrower profile as we manage through an uncertain macroeconomic environment.

Our allowance for credit losses was 10.7% of net finance receivables as of March 31, 2024. Our contractual delinquency as a percentage of net finance receivables was 7.1% as of March 31, 2024, down from 7.2% as of March 31, 2023. Going forward, we may experience changes to the macroeconomic assumptions within our forecast and to our credit loss performance outlook, either of which could lead to further changes in our allowance for credit losses, reserve rate, and provision for credit losses expense.

We proactively diversified our funding over the past few years and continue to maintain a strong liquidity profile. As of March 31, 2024, we had $169.4 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 $478.4 million of unused capacity on our revolving credit facilities (subject to the borrowing base) as of March 31, 2024. We believe our liquidity position provides substantial runway to support the fundamental operations of our business and to fund future growth.

Factors Affecting Our Results of Operations

Our business is ~~driven~~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 ~~small and large~~ loans is typically highest during the second, third, and fourth quarters, which we believe is largely due to customers borrowing money for vacation,back-to-school, and holiday spending. ~~With the exception of automobile and retail loans, loan~~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 ~~quarter~~half of the year and rise ~~throughout~~in the ~~remainder~~second half of the ~~fiscal~~ 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~~results. However, changes in macroeconomic factors, including inflation, rising interest rates, and ~~cash needs.~~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 and purchase.~~originate. Average net finance receivables ~~grew 14.8% from $572.8 million in 2015 to $657.4 million in 2016. Average finance receivables grew 13.2% from $641.4 million in~~were $1.8 billion for the first ~~nine~~three months of ~~2016 to $726.2 million in~~2024 and $1.7 billion for the ~~first nine months of 2017.~~prior-year period. We source our loans through our branches, centrally-managed direct mail program, ~~retail~~digital partners, and our consumer website. ~~Our~~The majority of our loans, regardless of origination channel, are ~~made almost exclusively in geographic markets served by~~serviced through our ~~network of~~ branches. Increasing the number of loans per branch and ~~the number of branches we operate~~growing our state footprint allows us to increase the number of ~~loans that~~customers we are able to serve. 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 ~~opened 8 and 31 net new branches in 2016 and 2015, respectively. We opened 5 and 7 net new branches in the first nine months of 2017 and 2016, respectively. We believe that we have the opportunity~~plan to add ~~as many as 700~~ additional branches in new and existing states where it is ~~currently~~ favorable for us to conduct ~~business, and we have plans to continue to grow our branch network.~~business.

Product Mix. We are exposed to different credit risks and charge different interest rates and fees ~~and are exposed to different credit risks~~ 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 ~~allowance for credit losses calculation uses the current delinquency profile and historical delinquency roll rates as key data points in estimating the allowance. We believe that 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

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effectiveness of our servicing and collection efforts. In addition, the market for repossessed automobiles at auction is another underlying factor that we believe influences the provision for credit losses for automobile purchase loans and, to a lesser extent, large loans. We monitor these factors, and the amount and past due status of ~~delinquencies for~~ all loans, ~~one or more days past due,~~ 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 ~~revolving~~ credit facilities are variable. ~~We have purchased~~As a component of our strategy to manage the interest rate ~~cap contracts~~risk associated with ~~an aggregate notional principal amount~~future interest payments on our variable-rate debt, a majority of ~~$250.0 million and 2.50% strike rates against theone-month~~ ~~LIBOR (1.23%~~our funding was held at a fixed rate as of ~~September 30, 2017). The interest rate caps have maturities~~March 31, 2024, representing 81% of ~~April 2018 ($150.0 million), March 2019 ($50.0 million), and June 2020 ($50.0 million). When theone-month~~ ~~LIBOR exceeds 2.50%, the counterparty reimburses us for the excess over 2.50%. No payment is required by us or the counterparty when theone-month~~ ~~LIBOR is below 2.50%.~~total debt.

OperatingCosts. Our financial results are impacted by the costs of operations and ~~home~~head office functions. Those costs are included in general and administrative expenses onwithin our consolidated statements of comprehensive income. Our receivable efficiency ratio (annualized sum of general and administrative expenses divided by average finance receivables) was 17.8% for the first nine months of 2017, compared to 18.7% for the same period of 2016. We believe this ratio is generally in line with industry standards for companies of our size.

Components of Results of Operations

Interest and Fee Income.Our interest and fee income consists primarily of interest earned on outstanding loans. ~~We cease accruing~~Accrual of interest income on ~~a loan~~finance receivables is suspended when ~~the customer is~~an account becomes 90 days ~~contractually past due. Interest accrual resumes when the account is less than 90 days contractually past due.~~delinquent. If the account is charged off, the accrued interest ~~accrual~~income is reversed as a reduction of interest and fee ~~income during the period that the credit loss occurs.~~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 ~~accrued to~~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 ~~revenue,~~earned premiums, net of ~~expenses,~~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 tonon-borrowers. Direct costs included in insurance income, net are claims paid, claims reserves, ceding fees, and premium taxes paid. We ~~offer optional credit life~~do not allocate to insurance ~~credit accident and health~~income, net, any other head office or branch administrative costs associated with management of insurance ~~credit involuntary unemployment insurance, and personal property insurance. The type and terms~~operations, management of our ~~optional~~captive insurance company, marketing and selling insurance products, ~~vary from state to state based on applicable laws~~legal and ~~regulations. We require property insurance on any personal property securing loans~~compliance review, or internal audits.

As reinsurer, we maintain restricted reserves comprised of restricted cash and offer customers the option of providing proof of such insurance purchased from a third party in lieu of purchasing property insurance from us. We also collect a fee for collateral protection and purchase~~non-filing~~ insurance in lieu of recording and perfecting our security interest in the assets pledged on certain loans. We require proof of insurance for any vehicles securing loans. In addition, in select markets, we offer vehicle single interest insurance and a Guaranteed Asset Protection (“~~GAP~~”) waiver product. Vehicle single interest insurance provides coverage on automobiles used as collateral on small and large loans. This insurance affords the borrower flexibility regarding the requirement to maintain full coverage on the vehicle while also protecting the collateral used to secure the loan. The GAP waiver product reduces or eliminates any loan balance remaining following payment by a primary insurance carrier.

We continually assess our products for an equitable balance of costs and benefits. Due to this ongoing assessment, premiums and benefits may change, which may impact the revenue and/or costs of our insurance operations.

We issue insurance certificates as agents on behalf of an unaffiliated insurance company and then remit to the unaffiliated insurance company the premiums we collect (net of refunds on prepaid loans and net of commission on new business). The unaffiliated insurance company cedes life insurance premiums to our wholly-owned insurance subsidiary, RMC Reinsurance, Ltd. (“~~RMC Reinsurance”), as written andnon-life~~ ~~premiums as earned. We maintain cash reserves~~restricted available-for-sale investments for life insurance claims in an amount determined by the unaffiliated insurance ~~companies.~~company. As of ~~September 30, 2017,~~March 31, 2024, the restricted ~~cash balance for these cash~~ reserves ~~was $5.6 million.~~consisted of $21.6 million of unearned premium reserves and $1.3 million of unpaid claims reserves. The unaffiliated insurance ~~companies maintain~~company maintains the reserves fornon-life claims. ~~Insurance income, net includes all of the above-described insurance premiums, claims, and expenses.~~

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~~interest income from restricted cash, commissions earned from the ~~due date~~sale of ~~a loan~~an auto club product, and ~~returned check charges~~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 ~~estimated~~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 our estimate of losses over the effective life of our loan portfolios. Changes in our delinquency and net credit loss rates may result in changes to our provision for credit losses. FutureSubstantial 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 ~~receivable efficiency~~operating expense ratio.

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

Our occupancy expenses consist primarily of the cost of renting our facilities, all of which are leased, ~~as well as~~and the utility, depreciation of leasehold improvements and furniture and fixtures, ~~telecommunication,~~communication services, data processing, and othernon-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) ~~and~~, digital marketing, maintaining our consumer website, ~~as well as some~~and 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, ~~amortization of software licenses and implementation~~electronic payment processing costs, bank service charges, office supplies, ~~and~~ credit bureau ~~charges.~~charges, and the amortization of software, software licenses, and implementation costs. We ~~expect legal~~frequently experience fluctuations in other expenses as we grow our loan portfolio and compliance costs to remain elevated due to the regulatory environment in the consumer finance industry and as a result of certain litigation matters, including those discussed in Part II, Item 1. “Legal Proceedings.”expand our market footprint. For a discussion regarding how risks and uncertainties associated with ~~legal proceedings and~~ the current regulatory environment may impact our future expenses, net income, and overall financial condition, see Part II, Item ~~1A.~~1A, “Risk ~~Factors” and the filings referenced therein.~~Factors.”

Interest Expense.Our interest expense consists primarily of paid and accrued interest for ~~long-term~~ debt, unused line fees, and amortization of debt issuance costs on ~~long-term~~ debt. Interest expense also includes costs attributable to the interest rate caps that we use to manage our interest rate risk. Changes in the fair value of the interest rate caps are reflected in interest expense.

Income Taxes.Income taxes consist ~~primarily~~ of state and federal income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The change in deferred tax assets and liabilities is recognized in the period in which the change occurs, and the effects of future tax rate changes are recognized in the period in which the enactment of new rates occurs.

Results of Operations

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


	1Q 24					1Q 23
Dollars in thousands	Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables
Revenue
Interest and fee income	$	128,818		29.3	%	$	120,407		28.5	%
Insurance income, net		10,974		2.5	%		10,959		2.6	%
Other income		4,516		1.0	%		4,012		0.9	%
Total revenue		144,308		32.8	%		135,378		32.0	%
Expenses
Provision for credit losses		46,423		10.6	%		47,668		11.3	%

Personnel		37,820		8.6	%		38,597		9.1	%
Occupancy		6,375		1.4	%		6,288		1.5	%
Marketing		4,315		1.0	%		3,379		0.8	%
Other		11,938		2.7	%		11,059		2.6	%
Total general and administrative		60,448		13.7	%		59,323		14.0	%

Interest expense		17,504		4.0	%		16,782		4.0	%
Income before income taxes		19,933		4.5	%		11,605		2.7	%
Income taxes		4,728		1.0	%		2,916		0.6	%
Net income	$	15,205		3.5	%	$	8,689		2.1	%

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

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3Q 17 3Q 16 YTD 17 YTD 16
In thousands Amount % of
Average
Receivables Amount % of
Average
Receivables Amount % of
Average
Receivables Amount % of
Average
Receivables
Revenue

Interest and fee income
$ 63,615 33.8 % $ 57,420 34.0 % $ 182,657 33.5 % $ 161,309 33.5 %
Insurance income, net
3,095 1.6 % 2,346 1.4 % 9,985 1.8 % 7,886 1.6 %
Other income
2,484 1.3 % 2,709 1.6 % 7,710 1.5 % 7,302 1.6 %

Total revenue
69,194 36.7 % 62,475 37.0 % 200,352 36.8 % 176,497 36.7 %

Expenses

Provision for credit losses
20,152 10.7 % 16,410 9.7 % 57,875 10.6 % 43,587 9.1 %
Personnel
19,534 10.4 % 18,180 10.8 % 56,089 10.3 % 51,981 10.8 %
Occupancy
5,480 2.9 % 5,175 3.1 % 16,184 3.0 % 14,808 3.1 %
Marketing
2,303 1.2 % 1,786 1.1 % 5,287 1.0 % 5,363 1.1 %
Other
6,523 3.5 % 5,312 3.1 % 19,376 3.5 % 17,654 3.7 %

Total general and administrative
33,840 18.0 % 30,453 18.1 % 96,936 17.8 % 89,806 18.7 %
Interest expense
6,658 3.5 % 5,116 3.0 % 17,092 3.2 % 14,637 3.0 %

Income before income taxes
8,544 4.5 % 10,496 6.2 % 28,449 5.2 % 28,467 5.9 %
Income taxes
3,235 1.7 % 4,020 2.4 % 9,371 1.7 % 10,903 2.2 %

Net income
$ 5,309 2.8 % $ 6,476 3.8 % $ 19,078 3.5 % $ 17,564 3.7 %

The following ~~table summarizes~~tables summarize the quarterly ~~trend~~trends of our financial results:


	Quarterly Trend																Income Statement Quarterly Trend
In thousands, except per share amounts	3Q 16		4Q 16		1Q 17		2Q 17		3Q 17		QoQ $ B(W)			YoY $ B(W)			1Q 23			2Q 23			3Q 23			4Q 23			1Q 24			QoQ $ B(W)			YoY $ B(W)
Revenue
Interest and fee income	$	57,420	$	59,654	$	59,255	$	59,787	$	63,615	$	3,828		$	6,195		$	120,407		$	118,083		$	125,018		$	126,190		$	128,818		$	2,628		$	8,411
Insurance income, net		2,346		1,570		3,805		3,085		3,095		10			749			10,959			11,203			11,382			10,985			10,974			(11	)		15
Other income		2,709		2,797		2,760		2,466		2,484		18			(225	)		4,012			4,198			4,478			4,484			4,516			32			504

Total revenue		62,475		64,021		65,820		65,338		69,194		3,856			6,719			135,378			133,484			140,878			141,659			144,308			2,649			8,930

Expenses
Provision for credit losses		16,410		19,427		19,134		18,589		20,152		(1,563	)		(3,742	)		47,668			52,551			50,930			68,885			46,423			22,462			1,245

Personnel		18,180		16,998		18,168		18,387		19,534		(1,147	)		(1,354	)		38,597			36,419			39,832			42,024			37,820			4,204			777
Occupancy		5,175		5,251		5,285		5,419		5,480		(61	)		(305	)		6,288			6,158			6,315			6,268			6,375			(107	)		(87	)
Marketing		1,786		1,474		1,205		1,779		2,303		(524	)		(517	)		3,379			3,844			4,077			4,474			4,315			159			(936	)
Other		5,312		5,103		6,796		6,057		6,523		(466	)		(1,211	)		11,059			10,475			11,880			12,030			11,938			92			(879	)
Total general and administrative																		59,323			56,896			62,104			64,796			60,448			4,348			(1,125	)

Total general and administrative		30,453		28,826		31,454		31,642		33,840		(2,198	)		(3,387	)
Interest expense		5,116		5,287		5,213		5,221		6,658		(1,437	)		(1,542	)		16,782			16,224			16,947			17,510			17,504			6			(722	)

Income before income taxes		10,496		10,481		10,019		9,886		8,544		(1,342	)		(1,952	)		11,605			7,813			10,897			(9,532	)		19,933			29,465			8,328
Income taxes		4,020		4,014		2,385		3,751		3,235		516			785			2,916			1,790			2,077			(1,958	)		4,728			(6,686	)		(1,812	)

Net income	$	6,476	$	6,467	$	7,634	$	6,135	$	5,309	$	(826	)	$	(1,167	)	$	8,689		$	6,023		$	8,820		$	(7,574	)	$	15,205		$	22,779		$	6,516

Net income per common share:
Basic	$	0.57	$	0.57	$	0.66	$	0.53	$	0.46	$	(0.07	)	$	(0.11	)	$	0.93		$	0.64		$	0.94		$	(0.80	)	$	1.59		$	2.39		$	0.66

Diluted																	$	0.90		$	0.63		$	0.91		$	(0.80	)	$	1.56		$	2.36		$	0.66
Weighted-average shares outstanding:
Basic																		9,325			9,399			9,429			9,437			9,569			(132	)		(244	)
Diluted	$	0.56	$	0.55	$	0.65	$	0.52	$	0.45	$	(0.07	)	$	(0.11	)		9,622			9,566			9,650			9,437			9,746			(309	)		(124	)

Weighted-average shares outstanding:
Basic		11,384		11,408		11,494		11,554		11,563		(9	)		(179	)
																	Balance Sheet Quarterly Trend
Diluted		11,664		11,763		11,715		11,730		11,812		(82	)		(148	)

Net interest margin	$	57,359	$	58,734	$	60,607	$	60,117	$	62,536	$	2,419		$	5,177

Net credit margin	$	40,949	$	39,307	$	41,473	$	41,528	$	42,384	$	856		$	1,435
Dollars in thousands																	1Q 23			2Q 23			3Q 23			4Q 23			1Q 24			QoQ $ Inc (Dec)			YoY $ Inc (Dec)
Total assets																	$	1,701,114		$	1,723,616		$	1,765,340		$	1,794,527		$	1,756,748		$	(37,779	)	$	55,634
Net finance receivables																	$	1,676,230		$	1,688,937		$	1,751,009		$	1,771,410		$	1,744,286		$	(27,124	)	$	68,056
Allowance for credit losses																	$	183,800		$	181,400		$	184,900		$	187,400		$	187,100		$	(300	)	$	3,300
Debt																	$	1,329,677		$	1,344,855		$	1,372,748		$	1,399,814		$	1,358,795		$	(41,019	)	$	29,118

																	Other Key Metrics Quarterly Trend
	3Q 16		4Q 16		1Q 17		2Q 17		3Q 17		QoQ $ Inc (Dec)			YoY $ Inc (Dec)			1Q 23			2Q 23			3Q 23			4Q 23			1Q 24			QoQ Inc (Dec)			YoY Inc (Dec)
Total assets	$	691,329	$	712,224	$	690,432	$	727,533	$	779,850	$	52,317		$	88,521

Finance receivables	$	696,149	$	717,775	$	695,004	$	726,767	$	774,856	$	48,089		$	78,707

Allowance for credit losses	$	39,100	$	41,250	$	41,000	$	42,000	$	47,400	$	5,400		$	8,300

Long-term debt	$	481,766	$	491,678	$	462,994	$	497,049	$	538,351	$	41,302		$	56,585

Interest and fee yield (annualized)																		28.5	%		28.2	%		29.0	%		28.8	%		29.3	%		0.5	%		0.8	%
Efficiency ratio																		43.8	%		42.6	%		44.1	%		45.7	%		41.9	%		(3.8	)%		(1.9	)%
Operating expense ratio																		14.0	%		13.6	%		14.4	%		14.8	%		13.7	%		(1.1	)%		(0.3	)%
30+ contractual delinquency																		7.2	%		6.9	%		7.3	%		6.9	%		7.1	%		0.2	%		(0.1	)%
Net credit loss ratio																		10.1	%		13.1	%		11.0	%		15.1	%		10.6	%		(4.5	)%		0.5	%
Book value per share																	$	33.06		$	32.71		$	33.61		$	33.02		$	34.10		$	1.08		$	1.04

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Comparison of ~~September 30, 2017,~~March 31, 2024, Versus ~~September 30, 2016~~March 31, 2023

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

•

Large Loans (>$2,500) – Large loans outstanding increased by $38.8 million, or 3.2%, to $1.3 billion at March 31, 2024, from $1.2 billion at March 31, 2023. The increase was due to the growth of receivables in branches opened during 2023, increased marketing, and the transition of small loan customers to large loans, partially offset by credit tightening for disciplined growth.

•

Small Loans (≤$2,500) – Small loans outstanding increased by $34.5 million, or 7.6%, to $490.8 million at March 31, 2024, from $456.3 million at March 31, 2023. The increase was due to growth of receivables in branches opened during 2023 and increased marketing, partially offset by credit tightening for disciplined growth and the transition of small loan customers to large loans.

•

Retail Loans – Retail loans outstanding decreased $5.3 million, or 65.2%, to $2.8 million at March 31, 2024, from $8.1 million at March 31, 2023. We ceased accepting applications for our retail loan product offering as of November 2022 to focus on growing our core loan portfolio.

•

~~Small Loans (~~£~~$2,500)~~~~– Small loans outstanding increased by $13.9 million, or 4.0%, to $363.3 million at September 30, 2017, from $349.4 million at September 30, 2016, despite theup-sell~~ ~~of many small loan customers to large loans. The growth in receivables in branches opened in 2016 and 2017 contributed to the growth in small loans outstanding.~~


	Net Finance Receivables by Product
Dollars in thousands	1Q 24		1Q 23		YoY $ Inc (Dec)			YoY % Inc (Dec)
Large loans	$	1,250,647	$	1,211,836	$	38,811			3.2	%
Small loans		490,830		456,313		34,517			7.6	%
Retail loans		2,809		8,081		(5,272	)		(65.2	)%
Total net finance receivables	$	1,744,286	$	1,676,230	$	68,056			4.1	%
Number of branches at period end		343		344		(1	)		(0.3	)%
Net finance receivables per branch	$	5,085	$	4,873	$	212			4.4	%

•

~~Large Loans (>$2,500)~~– Large loans outstanding increased by $91.5 million, or 42.2%, to $308.6 million at September 30, 2017, from $217.1 million at September 30, 2016. The increase was primarily due to increased marketing and the~~up-sell~~ ~~of small loan customers to large loans.~~

•

~~Automobile Loans~~– Automobile loans outstanding decreased by $25.5 million, or 26.2%, to $71.7 million at September 30, 2017, from $97.1 million at September 30, 2016. We will cease originating automobile loans in November 2017 to focus on growing our core loan portfolio. We, therefore, expect the automobile loan portfolio to liquidate at a slightly faster rate in 2018 compared to 2017.

•

~~Retail Loans~~~~– Retail loans outstanding decreased $1.2 million, or 3.8%, to $31.3 million at September 30, 2017, from $32.5 million at September 30, 2016.~~

   Finance Receivables by Product
In thousands    3Q 17    2Q 17    QoQ $
Inc (Dec) QoQ %
Inc (Dec) 3Q 16    YoY $
Inc (Dec) YoY %
Inc (Dec)
Small loans
   $ 363,262    $ 348,742    $ 14,520 4.2 % $ 349,390    $ 13,872 4.0 %
Large loans
   308,642    267,921    40,721 15.2 % 217,102    91,540 42.2 %








Total core loans
   671,904    616,663    55,241 9.0 % 566,492    105,412 18.6 %
Automobile loans
   71,666    79,861    (8,195 ) (10.3 )% 97,141    (25,475 ) (26.2 )%
Retail loans
   31,286    30,243    1,043 3.4 % 32,516    (1,230 ) (3.8 )%








Total finance receivables
   $ 774,856    $ 726,767    $ 48,089 6.6 % $ 696,149    $ 78,707 11.3 %








Number of branches at period end
   344    347    (3 ) (0.9 )% 338    6 1.8 %
Average finance receivables per branch
   $ 2,252    $ 2,094    $ 158 7.5 % $ 2,060    $ 192 9.3 %

Comparison of the Three Months Ended ~~September 30, 2017,~~March 31, 2024, Versus the Three Months Ended ~~September 30, 2016~~March 31, 2023

Net Income. Net income ~~decreased $1.2~~increased $6.5 million, or ~~18.0%~~75.0%, to ~~$5.3~~$15.2 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$6.5~~$8.7 million during the prior-year period. The ~~decrease~~increase was ~~primarily~~ due to an increase in revenue of $8.9 million and a decrease in provision for credit losses of ~~$3.7~~$1.2 million, partially offset by an increase in income taxes of $1.8 million, an increase in general and administrative expenses of ~~$3.4~~$1.1 million, and an increase in interest expense of ~~$1.5 million, offset by an increase in revenue of $6.7 million and a decrease in income taxes of $0.8~~$0.7 million.

Revenue.Total revenue increased ~~$6.7~~$8.9 million, or ~~10.8%~~6.6%, to ~~$69.2~~$144.3 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$62.5~~$135.4 million during the prior-year period. The components of revenue are explained in greater detail below.

Interest and Fee Income.Interest and fee income increased ~~$6.2~~$8.4 million, or ~~10.8%~~7.0%, to ~~$63.6~~$128.8 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$57.4~~$120.4 million during the prior-year period. The increase was primarily due to ~~an 11.8%~~a 3.9% increase in average net finance receivables and a 0.8% increase in annualized average yield. The increase in yield was due to price increases and product mix, partially offset by ~~a 0.2% yield decrease since September 30, 2016.~~the credit impact from macroeconomic conditions on revenue reversals and non-accrual loans. The ~~yield decrease was partially~~three months ended March 31, 2024 and March 31, 2023 included reductions in revenue reversals of an estimated $1.7 million and $1.9 million attributable to ~~an estimated hurricane impact~~the loan sales that occurred during the fourth quarters of ~~0.1%.~~

2023 and 2022, respectively.

The following table sets forth the average net finance receivables balance and average yield ~~(annualized)~~ for ~~each of~~ our loan ~~product categories:~~products:


	Average Net Finance Receivables for the Three Months Ended							Average Yields for the Three Months Ended (1)
Dollars in thousands	1Q 24		1Q 23		YoY % Inc (Dec)			1Q 24			1Q 23			YoY % Inc (Dec)
Large loans	$	1,263,491	$	1,215,547		3.9	%		26.0	%		26.0	%		—
Small loans		491,911		467,851		5.1	%		37.8	%		35.0	%		2.8	%
Retail loans		3,341		8,954		(62.7	)%		15.8	%		18.6	%		(2.8	)%
Total interest and fee yield	$	1,758,743	$	1,692,352		3.9	%		29.3	%		28.5	%		0.8	%

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

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   Average Finance Receivables for the Quarter Ended Average Yields for the Quarter Ended
In thousands    3Q 17    3Q 16    YoY %
Inc (Dec) 3Q 17 3Q 16 YoY %
Inc (Dec)
Small loans
   $ 358,380    $ 337,674    6.1 % 42.7 % 43.3 % (0.6 )%
Large loans
   288,684    206,437    39.8 % 29.0 % 29.0 % 0.0 %
Automobile loans
   75,984    99,113    (23.3 )% 16.2 % 17.8 % (1.6 )%
Retail loans
   30,788    31,317    (1.7 )% 17.8 % 19.4 % (1.6 )%






Total interest and fee yield
   $ 753,836    $ 674,541    11.8 % 33.8 % 34.0 % (0.2 )%






Total revenue yield
   $ 753,836    $ 674,541    11.8 % 36.7 % 37.0 % (0.3 )%

~~Small loan yields decreased 0.6% compared~~Total originations increased to $326.4 million during the three months ended March 31, 2024, from $303.2 million during the prior-year period. Quarterly origination volume was higher than the prior-year period ~~as more of our~~primarily due to an increase in small loan customers have originated loans with larger balances and longer maturities, which typically are priced at lower interest rates. Automobile loan yields decreased 1.6% compared to the prior-year period due to our revised pricing model for our automobile loan program. Retail loan yields decreased 1.6% compared to the prior-year period as a result of adjusted pricing that reflects current market conditions. Since we began focusing on large loan growth in early 2015, the large loan portfolio has grown faster than the rest of our loan products, and we expect this trend will continue in the future. Over time, large loan growth will change our product mix, which will slightly reduce our overall interest and fee yield.

convenience checks. The following table represents the ~~amount~~principal balance of ~~loan originations~~loans originated and ~~refinancing, net of unearned finance charges:~~refinanced:


	Loans Originated for the Three Months Ended
Dollars in thousands	1Q 24		1Q 23		YoY $ Inc (Dec)			YoY % Inc (Dec)
Large loans	$	185,074	$	193,571	$	(8,497	)		(4.4	)%
Small loans		141,281		109,484		31,797			29.0	%
Retail loans		—		146		(146	)		(100.0	)%
Total loans originated	$	326,355	$	303,201	$	23,154			7.6	%

   Net Loans Originated
In thousands    3Q 17    2Q 17    QoQ $
Inc (Dec) QoQ %
Inc (Dec) 3Q 16    YoY $
Inc (Dec) YoY %
Inc (Dec)
Small loans
   $ 148,820    $ 160,380    $ (11,560 ) (7.2 )% $ 160,642    $ (11,822 ) (7.4 )%
Large loans
   105,460    86,771    18,689 21.5 % 62,846    42,614 67.8 %
Automobile loans
   3,787    5,828    (2,041 ) (35.0 )% 11,099    (7,312 ) (65.9 )%
Retail loans
   7,905    6,353    1,552 24.4 % 9,258    (1,353 ) (14.6 )%








Total net loans originated
   $ 265,972    $ 259,332    $ 6,640 2.6 % $ 243,845    $ 22,127 9.1 %

~~The hurricanes had an estimated $3.0 million negative impact on loan originations during the three months ended September 30, 2017, most of which we believe would have been in small loans.~~

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


	Components of Increase in Interest and Fee Income 1Q 24 Compared to 1Q 23 Increase (Decrease)
Dollars in thousands	Volume			Rate			Volume & Rate			Net
Large loans	$	3,116		$	27		$	1		$	3,144
Small loans		2,107			3,276			169			5,552
Retail loans		(261	)		(63	)		39			(285	)
Product mix		(238	)		308			(70	)		—
Total increase in interest and fee income	$	4,724		$	3,548		$	139		$	8,411

   Components of Increase in Interest and Fee Income
3Q 17 Compared to 3Q 16
Increase (Decrease)
In thousands    Volume    Rate    Volume & Rate    Net
Small loans
   $ 2,239    $ (466 )    $ (29 )    $ 1,744
Large loans
   5,971    (29 )    (12 )    5,930
Automobile loans
   (1,027 )    (393 )    92    (1,328 )
Retail loans
   (26 )    (127 )    2    (151 )
Product mix
   (407 )    518    (111 )    —








Total increase in interest and fee income
   $ 6,750    $ (497 )    $ (58 )    $ 6,195

~~The $6.2~~Insurance Income, Net. Insurance income, net remained constant at $11.0 million ~~increase in interest and fee income~~ during both the three months ended ~~September 30, 2017 from~~March 31, 2024, and the prior-year period. During both the three months ended March 31, 2024 and the prior-year period, 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 Three Months Ended
Dollars in thousands	1Q 24			1Q 23			YoY $ B(W)			YoY % B(W)
Earned premiums	$	14,499		$	15,416		$	(917	)		(5.9	)%
Claims, reserves, and certain direct expenses		(3,525	)		(4,457	)		932			20.9	%
Insurance income, net	$	10,974		$	10,959		$	15			0.1	%

Earned premiums decreased by $0.9 million, and claims, reserves, and certain direct expenses decreased by $0.9 million compared to the prior year period. The decrease in earned premiums was primarily ~~driven by finance receivables growth, offset by a slight~~due to fewer active policies. The decrease in ~~yield. We expect future increases~~claims, reserves, and certain direct expenses was primarily due to a decrease in ~~interest and fee~~claims expense.

Other Income. Other income ~~to continue to result primarily from growth in our average receivables.~~

~~Insurance Income, Net~~.~~Insurance income, net~~ increased ~~$0.7~~$0.5 million, or ~~31.9%~~12.6%, to ~~$3.1~~$4.5 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$2.3~~$4.0 million during the prior-year ~~period. Annualized insurance income, net represented 1.6% and 1.4% of average receivables during the three months ended September 30, 2017 and the prior-year~~ period, ~~respectively. The increase from the prior-year period was~~ primarily due to ~~a transition in insurance carriers that caused some~~higher late charges of ~~our insurance claims to impact net~~$0.2 million associated with portfolio growth and higher interest income of $0.2 million from cash reserves.

Provision for Credit Losses. Our provision for credit losses ~~instead of insurance income, net, offset by a $0.2 million increase in claims expense related to the hurricanes.~~

~~Other Income~~.~~Other income, which consists primarily of late charges,~~ decreased ~~$0.2~~$1.2 million, or ~~8.3%~~2.6%, to ~~$2.5~~$46.4 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$2.7~~$47.7 million during the prior-year period. The decrease ~~from the prior-year period~~ was ~~primarily~~ due to ~~waived extension and late fees~~a change in ~~the current-year period for our customers impacted~~provision expense of $5.3 million, partially offset by the hurricanes. Additionally, the 0.3% decrease in contractual delinquency from the prior-year period to 6.8% in the current-year period resulted in fewer late charges per active account. As large loans continue to represent a greater percentage of our total portfolio, we expect the better credit quality of our large loan customers to result in lower other income per active account. Annualized other income represented $28 and $31 per active account during the three months ended September 30, 2017 and the prior-year period, respectively.

~~Provision for Credit Losses.~~Our provision for credit losses increased $3.7 million, or 22.8%, to $20.2 million during the three months ended September 30, 2017, from $16.4 million during the prior-year period. The increase was due to an increase in net credit losses of ~~$1.2~~$4.1 million, ~~and a $2.5 million increase~~ in ~~the allowance for credit losses~~each case compared to the prior-year period. The provision for credit losses represented 10.7% of average receivables during the three months ended September 30, 2017, compared to 9.7% of average receivables during the prior-year period. The current-year period includes 1.6% from the hurricane-related $3.0 million increase, 0.5% from the temporary shift of $1.0 million in insurance claims into net credit losses during a transition in our insurance provider, and a 0.5% benefit from the bulk sale. The increasedecrease in the provision for credit losses is explained in greater detail below.

~~Hurricane Impact.~~Allowance for Credit Losses. We evaluate delinquency and losses in each of our loan products in establishing the allowance for credit losses. During the three months ended ~~September 30, 2017, our provision for credit losses was impacted by a $3.0 million increase in~~March 31, 2024, and the prior-year period, the allowance for credit losses ~~related to estimated incremental~~included a release of $0.3 million and build of $5.0 million, respectively. The allowance for credit losses as a percentage of finance receivables decreased to 10.7% as of March 31, 2024, from 11.0% as of the prior-year period due to changes in estimated future macroeconomic impacts on ~~customer accounts impacted by the hurricanes.~~credit losses.

~~Bulk Sale.~~~~We recognized a recovery of $1.0 million from the bulk sale of previouslycharged-off~~ ~~customer accounts in bankruptcy (“bulk sale”). These accounts had been excluded from prior sales ofcharged-off~~ ~~loans.~~

Net Credit Losses. Net credit losses increased ~~$1.2~~$4.1 million, or ~~9.2%~~9.5%, to ~~$14.8~~$46.7 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$13.5~~$42.7 million during the prior-year period. The increase was primarily due to ~~a $79.3 million increase in~~higher average net finance

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receivables ~~over~~and the prior-year period and a temporary shift of $1.0 million in insurance claims into net credit losses during a transition in our insurance provider, which was offset by the recovery of $1.0 million from the bulk sale.macroeconomic environment. Annualized net credit losses as a percentage of average net finance receivables were ~~7.8%~~10.6% during the three months ended ~~September 30, 2017,~~March 31, 2024, compared to ~~8.0%~~10.1% during the prior-year period. ~~The current-year period includes 0.5% from the temporary shift of $1.0 million in insurance claims into~~Our net credit losses and a 0.5% benefit from the $1.0 million bulk sale. To improve future net credit losses, we reduced lending to specific underperforming segments of our customer base in the fourth quarter of 2016 and in the first nine months of 2017. Additionally, in early 2017, we began to build a centralized collections department, andloss ratios during the three months ended ~~September 30, 2017, we continued~~March 31, 2024 and March 31, 2023 were inclusive of estimated 270 basis point and 280 basis point benefits from accelerated charge-offs in the fourth quarters of 2023 and 2022, respectively, attributable to ~~experience its positive impact.~~the loan sales.

Delinquency Performance.~~As a result of our credit policy tightening and new centralized collections department, our delinquencies 1 day and over past due~~ Our contractual delinquency as a percentage of ~~total~~net finance receivables ~~decreased~~improved to ~~17.5%, and our delinquencies 30 days or more past due~~7.1% as ~~a percentage~~ of ~~total finance receivables decreased to 6.8% (both of which are inclusive of a decrease of 0.2% attributable to~~March 31, 2024, from 7.2% in the impact of the hurricanes). As expected, the free payment extensions that were processed for our customers impacted by the hurricanes resulted in lower delinquency rates. The days past due did not advance for these accounts after the hurricanes and through September 30, 2017.

prior-year period.

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


	Contractual Delinquency by Aging								Contractual Delinquency by Aging
In thousands	3Q 17				3Q 16
Allowance for credit losses	$	47,400	6.1	%	$	39,100	5.6	%
Dollars in thousands									1Q 24				1Q 23
Current		638,696	82.5	%		569,412	81.8	%	$	1,489,510	85.4	%	$	1,438,354	85.8	%
1 to 29 days past due		83,230	10.7	%		77,097	11.1	%		130,578	7.5	%		116,723	7.0	%

Delinquent accounts:
30 to 59 days		18,621	2.4	%		17,323	2.4	%		30,020	1.7	%		27,428	1.6	%
60 to 89 days		11,631	1.5	%		10,966	1.6	%		25,409	1.5	%		25,178	1.5	%
90 to 119 days		9,653	1.2	%		8,363	1.3	%		23,460	1.3	%		23,148	1.4	%
120 to 149 days		6,799	0.9	%		7,215	1.0	%		22,163	1.3	%		22,263	1.3	%
150 to 179 days		6,226	0.8	%		5,773	0.8	%		23,146	1.3	%		23,136	1.4	%

Total contractual delinquency	$	52,930	6.8	%	$	49,640	7.1	%	$	124,198	7.1	%	$	121,153	7.2	%

Total finance receivables	$	774,856	100.0	%	$	696,149	100.0	%

1 day and over past due	$	136,160	17.5	%	$	126,737	18.2	%


	Contractual Delinquency by Product
In thousands	3Q 17				3Q 16
Small loans	$	30,328	8.3	%	$	30,169	8.6	%
Large loans		15,578	5.0	%		10,142	4.7	%
Automobile loans		5,280	7.4	%		7,459	7.7	%
Retail loans		1,744	5.6	%		1,870	5.8	%

Total contractual delinquency	$	52,930	6.8	%	$	49,640	7.1	%

Total net finance receivables									$	1,744,286	100.0	%	$	1,676,230	100.0	%

~~The delinquency of our automobile loans has improved while the automobile portfolio has liquidated since September 30, 2016.~~

~~Allowance for Credit Losses~~ We evaluate delinquency and losses in each of our loan categories 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:


	Contractual Delinquency by Product
Dollars in thousands	1Q 24				1Q 23
Large loans	$	78,055	6.2	%	$	74,606	6.2	%
Small loans		45,804	9.3	%		45,600	10.0	%
Retail loans		339	12.1	%		947	11.7	%
Total contractual delinquency	$	124,198	7.1	%	$	121,153	7.2	%

   3Q 17 3Q 16
In thousands    Finance
Receivables    Allowance
for Credit
Losses    Allowance as
Percentage
of Related
Finance
Receivables Finance
Receivables    Allowance
for Credit
Losses    Allowance as
Percentage
of Related
Finance
Receivables
Small loans
   $ 363,262    $ 22,959    6.3 % $ 349,390    $ 20,800    6.0 %
Large loans
   308,642    17,317    5.6 % 217,102    9,800    4.5 %
Automobile loans
   71,666    4,812    6.7 % 97,141    6,500    6.7 %
Retail loans
   31,286    2,312    7.4 % 32,516    2,000    6.2 %










Total
   $ 774,856    $ 47,400    6.1 % $ 696,149    $ 39,100    5.6 %

The allowance as a percentage of finance receivables increased to 6.1% as of September 30, 2017, from 5.6% as of September 30, 2016. The increase was primarily due to the $3.0 million incremental allowance for credit losses on customer accounts impacted by the hurricanes.

General and Administrative Expenses.Our general and administrative expenses ~~comprising expenses for personnel, occupancy, marketing, and other expenses,~~ increased ~~$3.4~~$1.1 million, or ~~11.1%~~1.9%, to ~~$33.8~~$60.4 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$30.5~~$59.3 million during the prior-year period. Our receivable efficiency ratio (annualized general and administrative expenses as a percentage of average finance receivables) decreased slightly to 18.0% during the three months ended September 30, 2017 from 18.1% during the prior-year period.

General & Administrative Expenses Trend
In thousands 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 YoY
B(W)
Legacy operations expenses
$ 19,596 $ 19,238 $ 20,497 $ 19,208 $ 20,591 $ (995 )
2017 new branch expenses
276 499 676 (676 )

Total operations expenses
19,596 19,238 20,773 19,707 21,267 (1,671 )
Marketing expenses
1,786 1,474 1,205 1,779 2,303 (517 )
Home office expenses
9,071 8,114 9,476 10,156 10,270 (1,199 )

Total G&A expenses
$ 30,453 $ 28,826 $ 31,454 $ 31,642 $ 33,840 $ (3,387 )

Annualized G&A expenses as % of average finance receivables
18.1 % 16.3 % 17.7 % 17.9 % 18.0 % 0.1 %

~~Operations general and administrative expenses increased $1.7 million during the three months ended September 30, 2017, compared to the prior-year period.~~ The increase was primarily due to costs related to the opening of 6 net new branches since September 30, 2016, costs related to our new centralized collections department, and an increase in collection expenses for legal claims filed against customers. Home office general and administrative expenses increased $1.2 million during the three months ended September 30, 2017, compared to the prior-year period, primarily due to an increase in personnel costs from added headcount in our information technology department, an increase in consulting and legal costs, and an increase in training and amortization costs for our new loan management system. In July 2017 and October 2017, we began using the new loan management system in South Carolina and Texas, respectively. We now operate with the new system in our New Mexico, North Carolina, Oklahoma, South Carolina, Texas, and Virginia branches, with 80% of our loans on the new loan management system. Theabsolute dollar increase in general and administrative expenses is explained in greater detail below.

Personnel.The largest component of general and administrative expenses iswas personnel expense, which ~~increased $1.4~~decreased $0.8 million, or ~~7.4%~~2.0%, to ~~$19.5~~$37.8 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$18.2~~$38.6 million during the prior-year period. ~~Home office~~The decrease was driven by lower incentive costs of $1.3 million and higher capitalized loan origination costs, which reduce personnel ~~expense increased $0.6~~expenses, of $0.4 million. This decrease was partially offset by higher labor expenses of $0.9 million incompared to the three months ended September 30, 2017. The increase was primarily due to an increase in salary and hiring expense from added headcount in our information technology department. Operations personnel expense increased $0.8 million primarily due to costs related to building the centralized collections department and the opening of 6 net new branches since September 30, 2016.prior-year period.

Occupancy. Occupancy expenses increased ~~$0.3~~by $0.1 million, or ~~5.9%~~1.4%, to ~~$5.5~~$6.4 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from $5.2 million during the prior-year period. The increase was due to costs related to the opening of 6 net new branches since the prior-year period and branch relocations. Additionally, we frequently experience increases in rent as we renew existing branch leases.

~~Marketing.~~ Marketing expenses increased $0.5 million, or 28.9%, to $2.3 million during the three months ended September 30, 2017, from $1.8 million during the prior-year period. The increase was due to more convenience check mailings, increased direct mail to existing customers, and expanded digital marketing.

~~Other Expenses.~~ ~~Other expenses increased $1.2 million, or 22.8%, to $6.5 million during the three months ended September 30, 2017, from $5.3~~$6.3 million during the prior-year period. The increase was primarily due to aincreased rent of $0.2 ~~million increase in collection~~million.

Marketing. Marketing expenses a $0.2 million increase in consulting and legal costs, a $0.4 million increase due to training costs and amortization related to our new loan management system, and a $0.4 million increase in costs related to receivable growth and the opening of 6 net new branches since the prior-year period.

~~Interest Expense.~~~~Interest expense on long-term debt~~ increased ~~$1.5~~$0.9 million, or ~~30.1%~~27.7%, to ~~$6.7~~$4.3 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$5.1~~$3.4 million during the prior-year period due to increased activity in our direct mail campaigns of $1.0 million to support growth.

Other Expenses. Other expenses increased $0.9 million, or 7.9%, to $11.9 million during the three months ended March 31, 2024, from $11.1 million during the prior-year period. The increase was ~~primarily~~ due to increases in ~~the average balance~~professional services of our revolving credit facilities, an increase in LIBOR rates, an increase in unused line fees, and additional debt issuance cost amortization related to both the amended senior revolving credit facility$0.5 million and our ~~new warehouse credit facility. The average cost~~investment in digital and technological capabilities of ~~our revolving credit facilities combined increased 0.74%~~$0.3 million compared to ~~5.17% for~~the prior-year period.

Operating Expense Ratio. Our annualized operating expense ratio decreased by 0.3% to 13.7% during the three months ended ~~September 30, 2017,~~March 31, 2024, from ~~4.43% for~~14.0% during the prior-year period. ~~The average cost of our long-term debt~~Our operating expense ratio has ~~increased~~improved as we have ~~diversified~~grown our ~~long-term funding sources.~~loan portfolio and controlled expense growth.

~~Income Taxes.~~~~Income taxes decreased $0.8~~Interest Expense. Interest expense increased $0.7 million, or ~~19.5%~~4.3%, to ~~$3.2~~$17.5 million during the three months ended ~~September 30, 2017,~~March 31, 2024, from $4.0 million during the prior-year period. The decrease was primarily due to a decrease in income before taxes of $2.0 million. Our effective tax rates were 37.9% and 38.3% for the three months ended September 30, 2017 and 2016, respectively. The effective tax rate decreased slightly due to tax benefits from the exercise of stock options.

~~Comparison of the Nine Months Ended September 30, 2017, Versus the Nine Months Ended September 30, 2016~~

~~Net Income.~~ ~~Net income increased $1.5 million, or 8.6%, to $19.1 million during the nine months ended September 30, 2017, from $17.6~~$16.8 million during the prior-year period. The increase was primarily due to an increase in ~~revenue~~our average cost of ~~$23.9 million and a decrease in income taxes~~debt as

Table of ~~$1.5 million, offset by~~Contents

well as an increase in ~~provision for credit losses~~the average balance of ~~$14.3 million, an~~our debt facilities. An increase in ~~general and administrative expenses~~variable rate funding costs increased our annualized average cost of ~~$7.1 million, and an increase in interest expense of $2.5 million.~~

~~Revenue.~~~~Total revenue increased $23.9 million, or 13.5%,~~debt 0.04% to ~~$200.4 million~~5.10% during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$176.5 million during~~5.06% as of the prior-year period. The ~~components~~average balance of ~~revenue are explained in greater detail below.~~our debt facilities increased to $1.4 billion during the three months ended March 31, 2024, from $1.3 billion during the prior-year period.

~~Interest and Fee~~ Income.~~Interest and fee income~~ Taxes. Income taxes increased ~~$21.3~~$1.8 million, or ~~13.2%~~62.1%, to ~~$182.7~~$4.7 million during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, from ~~$161.3~~$2.9 million during the prior-year period. The increase was primarily due to a ~~13.2%~~$8.3 million increase in ~~average finance receivables.~~

~~The following table sets forth the average finance receivables balance and average yield (annualized) for each of our loan product categories:~~

Average Finance Receivables for the Nine Months Ended Average Yields for the Nine Months Ended
In thousands YTD 17 YTD 16 YoY %
Inc (Dec) YTD 17 YTD 16 YoY %
Inc (Dec)
Small loans
$ 351,204 $ 327,626 7.2 % 42.4 % 42.5 % (0.1 )%
Large loans
261,277 179,508 45.6 % 28.8 % 28.7 % 0.1 %
Automobile loans
82,313 104,797 (21.5 )% 16.4 % 17.9 % (1.5 )%
Retail loans
31,389 29,464 6.5 % 18.4 % 19.2 % (0.8 )%

Total interest and fee yield
$ 726,183 $ 641,395 13.2 % 33.5 % 33.5 % 0.0 %

Total revenue yield
$ 726,183 $ 641,395 13.2 % 36.8 % 36.7 % 0.1 %

~~Automobile loan yields decreased 1.5%~~income before income taxes compared to the prior-year ~~period due to our revised pricing model~~period. Our effective tax rates were 23.7% and 25.1% for our automobile loan program. Retail loan yields decreased 0.8% compared to the prior-year period as a result of adjusted pricing that reflects current market conditions. Since we began focusing on large loan growth in early 2015, the large loan portfolio has grown faster than the rest of our loan products, and we expect this trend will continue in the future. Over time, large loan growth will change our product mix, which will slightly reduce our overall interest and fee yield.

~~The following table represents the amount of loan originations and refinancing net of unearned finance charges for the periods indicated:~~

   Net Loans Originated
In thousands    YTD 17    YTD 16    YoY $
Inc (Dec)    YoY %
Inc (Dec)
Small loans
   $ 424,559    $ 428,068    $ (3,509 )    (0.8 )%
Large loans
   249,251    183,589    65,662    35.8 %
Automobile loans
   18,404    28,939    (10,535 )    (36.4 )%
Retail loans
   20,522    26,586    (6,064 )    (22.8 )%








Total net loans originated
   $ 712,736    $ 667,182    $ 45,554    6.8 %

~~The hurricanes had an estimated $3.0 million negative impact on the amount of loan originations during~~ the three months ended ~~September 30, 2017, most of which we believe would have been in small loans.~~

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

   Components of Increase in Interest and Fee Income
YTD 17 Compared to YTD 16
Increase (Decrease)
In thousands    Volume    Rate    Volume & Rate    Net
Small loans
   $ 7,508    $ (68 )    $ (4 )    $ 7,436
Large loans
   17,598    112    51    17,761
Automobile loans
   (3,025 )    (1,174 )    252    (3,947 )
Retail loans
   277    (168 )    (11 )    98
Product mix
   (1,034 )    1,319    (285 )    —








Total increase in interest and fee income
   $ 21,324    $ 21    $ 3    $ 21,348

The $21.3 million increase in interest and fee income during the nine months ended September 30, 2017 from the prior-year period was primarily driven by finance receivables growth. We expect future increases in interest and fee income to continue to result primarily from growth in our average receivables.

~~Insurance Income, Net~~.Insurance income, net increased $2.1 million, or 26.6%, to $10.0 million during the nine months ended September 30, 2017, from $7.9 million during the prior-year period. Annualized insurance income, net as a percentage of average finance receivables increased to 1.8% for the nine months ended September 30, 2017, from 1.6% during the prior-year period. The increase from the prior-year period was primarily due to a transition in insurance carriers that caused some of our insurance claims to impact net credit losses instead of insurance income, net, offset by an increase in claims expense.

~~Other Income~~.Other income, which consists primarily of late charges, increased $0.4 million, or 5.6%, to $7.7 million during the nine months ended September 30, 2017, from $7.3 million during the prior-year period. The increase from the prior-year period was primarily due to the increase in average receivables. Annualized other income represented $29 and $28 per active account during the nine months ended September 30, 2017March 31, 2024 and the prior-year period, respectively. ~~As large loans continue to represent a greater percentage of our total portfolio, we expect the better credit quality of our large loan customers to result in lower other income per active account.~~

~~Provision for Credit Losses.~~ ~~Our provision for credit losses increased $14.3 million, or 32.8%, to $57.9 million during the nine months ended September 30, 2017, from $43.6 million during the prior-year period.~~ The ~~increase~~decrease in the ~~provision for credit losses was due~~effective tax rate relates primarily to improved state tax mix and an increase in net credit losses of $9.8 million and a $4.6 million increase in the allowance for credit losses compared to the prior-year period. The provision for credit losses represented 10.6% of average receivables during the nine months ended September 30, 2017, compared to 9.1% of average receivables during the prior-year period. The current-year period includes 0.5% from the $3.0 million hurricane reserve, 0.7% from the temporary shift of $3.6 million in insurance claims into net credit losses during a transition in our insurance provider, and a 0.2% benefit from the bulk sale. The increase in the provision for credit losses is explained in greater detail below.

~~Hurricane Impact.~~ During the nine months ended September 30, 2017, our provision for credit was impacted by a $3.0 million increase in the allowance for credit losses related to estimated incremental credit losses on customer accounts impacted by the hurricanes.

~~Bulk Sale.~~ ~~We recognized a recovery of $1.0 million from the bulk sale of previouslycharged-off~~ ~~customer accounts in bankruptcy. These accounts had been excluded from prior sales ofcharged-off~~ ~~loans.~~

~~Net Credit Losses.~~ Net credit losses increased $9.8 million, or 23.3%, to $51.7 million during the nine months ended September 30, 2017, from $41.9 million during the prior-year period. The increase was primarily due to an $84.8 million increase in average finance receivables over the prior-year period and a temporary shift of $3.6 million in insurance claims into net credit losses during a transition in our insurance provider, which was offset by the $1.0 million bulk sale. Annualized net credit losses as a percentage of average receivables were 9.5% during the nine months ended September 30, 2017, compared to 8.7% during the prior-year period. The current-year period includes 0.7% from the temporary shift of $3.6 million in insurance claims into net credit losses and a 0.2% benefit from the $1.0 million bulk sale.

~~General and Administrative Expenses.~~Our general and administrative expenses, comprising expenses for personnel, occupancy, marketing, and other expenses, increased $7.1 million, or 7.9%, to $96.9 million during the nine months ended September 30, 2017, from $89.8 million during the prior-year period. Our receivable efficiency ratio (annualized general and administrative expenses as a percentage of average finance receivables) decreased to 17.8% during the nine months ended September 30, 2017, from 18.7% during the prior-year period.

~~Personnel.~~The largest component of general and administrative expenses is personnel expense, which increased $4.1 million, or 7.9%, to $56.1 million during the nine months ended September 30, 2017, from $52.0 million during the prior-year period. The increase was primarily due to $2.7 million of increased salary expense related to the opening of 6 net new branches and added headcount primarily in our information technology and centralized collections functions. Additionally, the increase was due to increased incentive expenses of $0.6 million, executive separation costs of $0.4 million, an increase of $0.2 million in overtime pay, and an increase of $0.1 million in contract labor.

~~Occupancy.~~ Occupancy expenses increased $1.4 million, or 9.3%, to $16.2 million during the nine months ended September 30, 2017, from $14.8 million during the prior-year period. The increase was primarily due to costs related to the opening of 6 net new branches since the prior-year period, branch relocations, and expenses associated with a larger home office building. Additionally, we frequently experience increases in rent as we renew existing branch leases.

~~Marketing.~~ Marketing expenses decreased $0.1 million, or 1.4%, to $5.3 million during the nine months ended September 30, 2017, from $5.4 million during the prior-year period. The decrease was primarily due to improved efficiencies and pricing in direct mail marketing, partially offset by an 11% increase in mail quantities during the nine months ended September 30, 2017 compared to the prior-year period.

~~Other Expenses.~~ Other expenses increased $1.7 million, or 9.8%, to $19.4 million during the nine months ended September 30, 2017, from $17.7 million during the prior-year period. The increase was primarily due to a $0.8 million increase in collection expenses, a $0.3 million increase in bank charges due to an increase in branch count and increased fees for accepting electronic payments, a $0.4 million increase in amortization expense for our new loan management system, and a $0.5 million increase in costs related to branch and receivable growth, offset by a $0.3 million decrease in director equity compensation. The decrease in director equity compensation is the result of a change to the vesting provisions of the director equity awards and represents a timing difference, as the new stock compensation will amortize over twelve months.

~~Interest Expense.~~Interest expense on long-term debt increased $2.5 million, or 16.8%, to $17.1 million during the nine months ended September 30, 2017, from $14.6 million during the prior-year period. The increase was primarily due to an increase in the average balance of our revolving credit facilities. The average cost of our long-term debt increased by 0.08% to 4.64% for the nine months ended September 30, 2017, from 4.56% for the prior-year period. The average cost of our long-term debt has increased as we have diversified our long-term funding sources.

~~Income Taxes.~~Income taxes decreased $1.5 million, or 14.1%, to $9.4 million during the nine months ended September 30, 2017, from $10.9 million during the prior-year period. The decrease was primarily due to $1.5 million indiscrete tax benefits related to the exercise of stock options during the nine months ended September 30, 2017. Our effective tax rates were 32.9% and 38.3% for the nine months ended September 30, 2017 and 2016, respectively. The tax benefits related to the exercise of stock options reduced the effective tax rate by 5.4% for the nine months ended September 30, 2017.share-based compensation.

Liquidity and Capital Resources

Our primary cash needs relate to the funding of our lending activities and, to a lesser extent, ~~capital~~ expenditures relating to improving our technology infrastructure and expanding and maintaining our branch locations. In connection with our plans to improve our technology infrastructure and to expand our branch network in future years, we will incur approximately $7.0 million to $14.0 million of expenditures annually. 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, ~~our~~ revolving warehouse credit ~~facility,~~facilities, and ~~our amortizing loan, each~~asset-backed securitization transactions, all of which isare described below. We continue to seek ways to diversify our funding sources. As of March 31, 2024, we had a funded debt-to-equity ratio (debt divided by total stockholders’ equity) of 4.0 to 1.0 and a stockholders’ equity ratio (total stockholders’ equity as a percentage of total assets) of 19.2%.

Cash and cash equivalents decreased to $4.2 million as of March 31, 2024, from $7.1 million as of the prior year-end. We had immediate availability to draw down cash from our revolving credit facilities of $165.1 million and $108.1 million as of March 31, 2024 and the prior year-end, respectively. Our unused capacity on our revolving credit facilities (subject to the borrowing base) was $478.4 million and $551.5 million as of March 31, 2024, and the prior year-end, respectively. Our total debt was $1.4 billion as of both March 31, 2024, and the prior year-end, respectively.

Based upon anticipated cash flows, we believe that cash ~~flow~~flows from ~~our~~ operations and ~~borrowings under~~ our ~~long-term~~various financing alternatives will provide sufficient financing for debt ~~facilities will be adequate to fund the business for~~maturities and operations over the next twelve months, ~~including initial operating losses of new branches and finance receivable growth of new and existing branches.~~ 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 ~~additional funding~~we will be ~~available (or available on reasonable terms)~~able to do so if and when needed in the future. WeIn addition, the revolving period maturities of our securitizations and warehouse credit facilities (each as described below within “Financing Arrangements and Restricted Cash Reserve Accounts”) range from October 2024 to September 2026. As of March 31, 2024, we did not exercise our right to redeem the notes of our RMIT 2020-1 and RMIT 2021-1 securitizations, for which the revolving periods ended in September 2023 and February 2024, respectively. There can be no assurance that we will be able to secure an extension of the warehouse credit facilities or close additional securitization transactions if and when needed in the future.

Dividends.

The Board may in its discretion declare and pay cash dividends on our common stock. The following table sets forth the dividends declared and paid for the three months ended March 31, 2024:


Period	Declaration Date	Record Date	Payment Date	Dividends Declared Per Common Share
1Q 24	February 7, 2024	February 22, 2024	March 14, 2024	$	0.30
Total				$	0.30

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The Board declared and paid $3.0 million of cash dividends on our common stock during the three months ended March 31, 2024. See Note 12, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements,” for information regarding our cash dividend following the end of the quarter.

While we intend to pay our quarterly dividend for the foreseeable future, all subsequent dividends will be reviewed and declared at the discretion of the Board and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that the Board deems relevant. Our dividend payments may change from time to time, and the Board may choose not to continue to ~~seek ways to diversify our long-term funding sources, including through~~declare dividends in the ~~securitization of certain finance receivables. We expect that new funding sources will be more expensive than our senior revolving credit facility.~~

future.

Cash Flow.

Operating Activities.Net cash provided by operating activities ~~increased by $16.4 million, or 24.5%, to $83.2 million~~ during the ~~nine~~three months ended ~~September 30, 2017, from $66.8~~March 31, 2024 was $58.5 million, compared to $52.6 million during the prior-year ~~period.~~period, a net increase of $5.8 million. The increase was primarily due to the growth ~~in the business, which produced higher net income, before provision for credit losses.~~of our loan portfolio.

Investing Activities.Investing activities consist of originations and repayments of finance receivables, ~~originated and purchased, the net change in restricted cash, the purchase~~purchases of intangible assets, and ~~the purchase~~purchases of property and equipment for new and existing branches. Net cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 was ~~$123.4~~$20.3 million, compared to ~~$114.8~~$20.2 million during the prior-year period, a net increase in cash used of ~~$8.6~~$0.1 million. The increase ~~in cash used~~ was primarily ~~due to an $8.2 million increase in the change in restricted cash balances related to the diversification~~driven by increased originations as we grow our loan portfolio, partially offset by increased repayments of ~~funding sources.~~finance receivables.

Financing Activities.Financing activities consist of borrowings and payments on our outstanding ~~indebtedness and issuances and repurchases of common stock. During the nine months ended September 30, 2017, net~~indebtedness. Net cash ~~provided by financing activities was $40.9 million, a decrease of $3.3 million compared to the $44.2 million net cash provided by~~used in financing activities during the three months ended March 31, 2024 was $44.4 million, compared to $30.0 million during the prior-year ~~period.~~period, a net increase in cash used of $14.4 million. The ~~decrease~~net increase in cash used was primarily ~~a result of~~due to an increase in the net payments on ~~long-term~~ debt instruments of ~~$23.9 million, an increase in payments for debt issuance costs~~$15.4 million.

Financing Arrangements and Restricted Cash Reserve Accounts.

As of ~~$3.3 million,~~March 31, 2024, we had five credit facilities outstanding and, ~~taxes paid of $1.5 million related~~from time to ~~net share settlements of equity awards, offset by proceeds from the exercise of stock options of $0.3 million~~time, engaged in the ~~nine months ended September 30, 2017~~private offering and ~~stock repurchases~~sale of ~~$25.0 million in the nine months ended September 30, 2016.~~

~~Financing Arrangements.~~

~~Senior Revolving Credit Facility.~~~~We entered into a sixth amended and restated~~asset-backed notes. As part of our overall funding strategy, we have transferred certain finance receivables to affiliated VIEs for asset-backed financing transactions. Our debt arrangements described below, other than our senior revolving credit facility, ~~with a syndicate~~are issued by each of banks in June 2017. The facility provides for up to $638.0 million in availability, with a borrowing base of up to 85% of eligible secured finance receivables and 70% of eligible unsecured finance receivables, in each case, subject to adjustment at certain credit quality levels (84% of eligible secured finance receivables and 69% of eligible unsecured finance receivables as of September 30, 2017). The facility matures in June 2020 and has an accordion provision that allows for the expansion of the facility to $700.0 million. Borrowings under the facility bear interest, payable monthly, at rates equal to LIBOR of a maturity we elect between one and six months, with a LIBOR floor of 1.00%, plus a margin of 3.00%. The margin increases to 3.25% if the availability percentage under the facility decreases below 10%. Alternatively, we may pay interest at a rate based on the prime rate (which was 4.25% as of September 30, 2017) plus a margin of 2.00%. The margin increases to 2.25% if the availability percentage under the facility decreases below 10%. We also pay an unused line fee of 0.50% per annum, payable monthly. This fee decreases to 0.375% when the average outstanding balance exceeds $413.0 million. Excluding the receivables held byour RMR and RMR II, the senior revolving credit facility is secured by substantially all of our finance receivables and the equity interests of the majority of our subsidiaries. The credit agreement contains certain restrictive covenants, including maintenance of specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, maintenance of a minimum allowance for credit losses, and certain other restrictions.

~~Our long-term debt~~RMIT SPEs, which are considered VIEs under the senior revolving credit facility was $461.0 million at September 30, 2017, and the amount available for borrowing, but not yet advanced, was $58.4 million. At September 30, 2017, we were in compliance with our debt covenants. A year or more in advance of its June 2020 maturity date, we intend to extend the maturity date of the amended and restated senior revolving credit facility or take other appropriate action to address repayment upon maturity. See Part II, Item 1A. “Risk Factors” and the filings referenced therein for a discussion of risks related to our amended and restated senior revolving credit facility, including refinancing risk.

~~Revolving Warehouse Credit Facility.~~In June 2017, we entered into a credit agreement providing for a $125.0 million revolving warehouse credit facility. The facility is expandable to $150.0 million, is secured by certain large loan receivables, converts to an amortizing loan in December 2018, and terminates in December 2019. Through October 1, 2017, borrowings under the revolving warehouse credit facility bore interest, payable monthly, at a blended rate equal to three-month LIBOR, plus a margin of 3.50%. Effective October 2, 2017, the revolving warehouse credit facility margin decreased to 3.25% following the satisfaction of a milestone associated with our conversion to a new loan origination and servicing system. The revolving warehouse credit facility margin may again decrease to 3.00% with the satisfaction of a further system conversion milestone. We pay an unused commitment fee of between 0.35% and 0.85% per annum, payable monthly, based upon the average daily utilization of the facility. Advances on the facilityGAAP. These debts are capped at 80% of finance receivables. On each sale of receivables to the revolving warehouse credit facility VIE, we make certain representations and warranties about the quality and nature of the collateralized receivables. The credit agreement requires us to pay the administrative agent a release fee for the release of 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. As of September 30, 2017, our long-term debt under the facility was $55.8 million and we were in compliance with our debt covenants. We intend to seek an extension of the maturity date of the facility before December 2018.

~~Amortizing Loan.~~We entered into a credit agreement in December 2015 providing for a $75.7 million amortizing loan that is secured by certain of our automobile loan receivables. We pay interest of 3.00% per annum on the loan balance from the closing date until the date that the loan balance has been fully repaid. The amortizing loan terminates in December 2022, and the credit agreement allows us to prepay the loan when the outstanding balance falls below 20% of the original loan amount. On the closing date of the amortizing loan, we made certain representations and warranties about the quality and nature of the collateralized receivables. The credit agreement requires us to pay the administrative agent a release fee for the release of 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. As of September 30, 2017, our long-term debt under the credit agreement was $21.6 million and we were in compliance with our debt covenants.

~~Other Financing Arrangements.~~~~We have $3.0 million in commercial overdraft capability that assists with our cash management needs forintra-day~~ ~~temporary funding.~~

~~Restricted Cash Reserve Accounts.~~

The credit agreement for the revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending receivables balance of the facility. As of September 30, 2017, the warehouse facility cash reserve requirement totaled $0.7 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these finance receivables are remitted to a restricted cash collection ~~account,~~accounts, which totaled ~~$4.3~~$103.7 million and $109.9 million as of ~~September 30, 2017.~~March 31, 2024 and December 31, 2023, respectively. Our debt arrangements also contain various debt covenants. We were in compliance with all such debt covenants as of March 31, 2024.

~~As required under the~~Revolving Credit Facilities. The following is a summary of our revolving credit ~~agreement for the amortizing loan, we deposited $3.7~~facilities as of March 31, 2024:


Dollars in thousands	Capacity		Debt Balance		Effective Interest Rate	Facility Cash Reserve Requirement		Restricted Cash Collection		Maturity Date
Senior	$	355,000	$	154,208	8.43%	N/A		N/A		Sep 2025
RMR IV warehouse	$	125,000	$	22,133	8.23%	$	284	$	2,095	May 2026
RMR V warehouse	$	100,000	$	51,276	8.28%	$	638	$	4,678	Nov 2025
RMR VI warehouse	$	75,000	$	20,640	7.93%	$	274	$	1,995	Feb 2026
RMR VII warehouse	$	75,000	$	5,309	8.43%	$	66	$	479	Oct 2025

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Securitizations. The following is a summary of our securitizations as of March 31, 2024:


Dollars in thousands	Issue Amount		Debt Balance		Effective Interest Rate	Restricted Cash Reserves		Restricted Cash Collection		Revolving Period Maturity	Final Maturity Date
RMIT 2020-1	$	180,000	$	113,089	3.15%	$	1,875	$	9,003	Sep 2023	Oct 2030
RMIT 2021-1	$	248,700	$	232,078	2.11%	$	2,604	$	18,395	Feb 2024	Mar 2031
RMIT 2021-2	$	200,000	$	200,191	2.30%	$	2,083	$	14,773	Jul 2026	Aug 2033
RMIT 2021-3	$	125,000	$	125,202	3.88%	$	1,471	$	16,107	Sep 2026	Oct 2033
RMIT 2022-1	$	250,000	$	250,374	3.59%	$	2,646	$	19,720	Feb 2025	Mar 2032
RMIT 2022-2B (1)	$	200,000	$	184,295	7.51%	$	2,326	$	16,422	Oct 2024	Nov 2031

(1) RMR III retained $16.3 million of ~~cash proceeds into a restricted cash reserve account at closing. The reserve requirement decreased to $1.7 million~~Class C fixed-rate, asset-backed notes that may be sold in ~~June 2016 following our satisfaction of certain provisions of~~whole or in part on the credit agreement and will remain at $1.7 million until the termination of the credit agreement. The amortizing loan is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $1.5 million as of September 30, 2017.closing date.

~~In addition, our wholly-owned subsidiary,~~ RMC Reinsurance Ltd., is required to maintain cash reserves ($5.6 million as of September 30, 2017) against life insurance policies ceded to it, as determined by the ceding company, and has also purchased a $0.8 million cash-collateralized letter of credit in favor of the ceding company.

~~Interest Rate Caps.~~

~~We have purchased interest rate cap contracts with an aggregate notional principal amount of $250.0 million and 2.50% strike rates against theone-month~~ ~~LIBOR. The interest rate caps have maturities of April 2018 ($150.0 million), March 2019 ($50.0 million), and June 2020 ($50.0 million). When theone-month~~ ~~LIBOR exceeds 2.50%, the counterparty reimburses us for the excess over 2.50%. No payment is required by us or the counterparty when theone-month~~ ~~LIBOR is below 2.50%.~~

~~Off-Balance~~ ~~Sheet Arrangements~~

Reinsurance.Our wholly-owned subsidiary, RMC Reinsurance, Ltd., is required to maintain ~~cash~~ reserves against life insurance policies ceded to it, as determined by the ceding company. AsThese reserves are comprised of ~~September 30, 2017, the~~restricted cash ~~reserves were $5.6 million. We have also purchased a cash collateralized letter~~and restricted available-for-sale investments, which totaled $0.3 million and $22.6 million, respectively, as of ~~credit in favor of the ceding company. As of September 30, 2017, the letter of credit was $0.8 million.~~March 31, 2024.

~~Impact of Inflation~~

Our results of operations and financial condition are presented based on historical cost, except for interest rate caps, which are carried at fair value. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial.

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 ~~accounting principles generally accepted in the United States (“~~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 ~~set forth below those material accounting policies that~~selected a PD / LGD model to estimate our base allowance for credit losses, in which the estimated loss is equal to the product of PD and LGD. Historical net finance receivables are tracked over the term of the pools to identify the incidences of loss (PDs) and the average severity of losses (LGDs).

To enhance the precision of the allowance for credit loss estimate, we ~~believe are the most critical to an investor’s understanding~~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 ~~financial results~~evaluation, we consider loan portfolio characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency status, geographical location, and ~~condition~~vintage. Based on analysis of historical loss experience, we selected the following segmentation: product type, FICO score, and ~~that involve a higher degree of complexity and management judgment.~~

delinquency status.

~~Credit Losses.~~

~~Provisions~~As finance receivables are originated, provisions for credit losses are ~~charged to income as losses are estimated to have occurred and~~recorded in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for ~~future~~estimated losses ~~on our~~over the contractual life of the finance ~~receivables. We charge credit losses against~~receivables (considering the ~~allowance when an account is contractually delinquent 180 days, subject~~effect of prepayments). Subsequent changes to ~~certain exceptions. Our policy fornon-titled~~ ~~accounts in~~the contractual terms that are a ~~confirmed bankruptcy is to charge them off at 60 days contractually delinquent, subject to certain exceptions. Deceased borrower accounts~~result of re-underwriting are ~~charged off~~not included in the ~~month following~~finance receivable’s contractual life (considering the ~~proper notification~~effect of ~~passing, with the exception of borrowers with credit life insurance. Subsequent recoveries, if any, are credited~~prepayments). We use our segmentation loss experience to the allowance. Loss experience, effective loan life, contractual delinquency of finance receivables by loan type, the value of underlying collateral, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision forforecast expected credit losses. ~~While management uses~~Historical information about losses generally provides a basis for the ~~best~~estimate of expected credit losses. We also consider the need to adjust historical information ~~available~~ to ~~make its evaluation, future~~reflect the extent to which current conditions differ from the conditions that existed for the period over which historical information was evaluated. These adjustments to ~~the allowance~~historical loss information may be ~~necessary if there~~qualitative or quantitative in nature.

Macroeconomic forecasts are changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available.

We initiate repossession proceedings when, in the opinion of management, the customer is unlikely to make further payments. We sell substantially all repossessed vehicle inventory through public sales conducted by independent automobile auction organizations after the required ~~post-repossession waiting period. Losses on the sale of repossessed collateral are charged to the~~for our allowance for credit ~~losses.~~

~~The allowance for credit losses consists~~loss model and require significant judgment and estimation uncertainty. We consider key economic factors, most notably unemployment rates, to incorporate into our estimate of general and specific components. The general component of the allowance reflects estimated credit losses for groups of finance receivables on a collective basis and relates to probable incurred losses of unimpaired finance receivables. Prior to September 30, 2016, the general component of the allowance was primarily based on historical loss rates. Effective beginning September 30, 2016, the general component is primarily based on delinquency roll rates. Delinquency roll rate modeling is forward-looking and common practice in the consumer finance industry. Our finance receivable types are stratified by delinquency stages, and the future monthly delinquency profiles and credit losses are projected forward using historical delinquency roll rates. We record a general allowance for credit losses that includes forecasted future credit losses over the estimated loss emergence period (the interval of time between the event which caused a borrower to default and our recording of the credit loss) for each finance receivable type.

We adjust the computed roll rate forecast as described above for qualitative factors based on an assessment of internal and external influences on credit quality that are not fully reflected in the roll rate forecast. Those qualitative factors include trends in growth in the loan portfolio, delinquency, unemployment, bankruptcy, operational risks, and other economic trends.

The specific component of the allowance for credit losses relates to impaired finance receivables, which include accounts for which a customer has initiated a bankruptcy filing and finance receivables that have been modified under our loss mitigation policies. Finance receivables that have been modified are accounted for as troubled debt restructurings. At the time of the bankruptcy filing or restructuring pursuant to a loss mitigation policy, a specific valuation allowance is established for such finance receivables within the allowance for credit losses. We ~~compute~~engaged a major rating service provider to assist with compiling a reasonable and supportable forecast which we use to support the estimated loss on our impaired loans by discounting the projected cash flows at the original contract rates on the loan using the terms imposed by the bankruptcy court or restructured by us. This method is applied in the aggregate to eachadjustments of our ~~four classes~~historical loss experience.

Table of loans. In making the computations of the present value of cash payments to be received on impaired accounts in each product category, we use the weighted-average interest rates and weighted-average remaining term based on data as of each balance sheet date.Contents

~~For customers in a confirmed Chapter 13 bankruptcy plan, we reduce the interest rate to that specified in the bankruptcy order and we receive payments with respect~~

Due to the ~~remaining amount of~~judgment and uncertainty in estimating the ~~loan from the bankruptcy trustee. For customers who recently filed for Chapter 13 bankruptcy,~~expected credit losses, we ~~generally do not receive any payments until their bankruptcy plan is confirmed by the court. If the customers have made payments~~may experience changes to the ~~trustee~~macroeconomic assumptions within our forecast, as well as changes to our credit loss performance outlook, both of which could lead to further changes in ~~advance~~our allowance for credit losses, allowance as a percentage of ~~plan confirmation, we may receive a lump sum payment from~~net finance receivables, and provision for credit losses. Potential macroeconomic changes have created conditions that increase the ~~trustee once the plan is confirmed. This lump sum payment represents~~level of uncertainty associated with our~~pro-rata~~ ~~share~~ estimate of the amount ~~paid~~and timing of future credit losses from our loan portfolio.

Macroeconomic Sensitivity. To demonstrate the sensitivity of forecasting macroeconomic conditions, we stressed our macroeconomic model with 10% increased weighting towards slower near-term growth that would have increased our reserves as of March 31, 2024 by $1.3 million.

The macroeconomic scenarios are highly influenced by timing, severity, and duration of changes in the ~~customer. If~~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 ~~customer fails to comply~~change in the macroeconomic environment, nor does it consider management’s judgment of other quantitative and qualitative information which could increase or decrease the estimate.

Regulatory Developments.

On March 7, 2023, the CFPB provided us with the ~~terms~~Notice seeking to establish supervisory authority over us pursuant to section 1024(a)(1)(C) of the ~~bankruptcy order, we will petition~~Consumer Financial Protection Act of 2010. Under that provision, the ~~trustee~~CFPB may establish supervisory authority over any non-bank covered person that it has reasonable cause to ~~have the customer dismissed from bankruptcy. Upon dismissal, we restore the account~~determine is engaging, or has engaged, in conduct that poses risks to consumers with regard to the ~~original terms and pursue collection through our normal loan servicing activities.~~

~~If a customer files for bankruptcy under Chapter 7~~offering or provision of the bankruptcy code, the bankruptcy court has the authority to cancel the customer’s debt. If a vehicle secures a Chapter 7 bankruptcy account, the customer has the option of buying the vehicle at fair valueconsumer financial products or ~~reaffirming the loan and continuing to pay the loan.~~

The FASB issued an accounting update in June 2016 to change the impairment model for estimating credit losses on financial assets. The current incurred loss impairment model requires the recognition of credit losses when it is probable that a loss has been incurred. The incurred loss model will be replaced by an expected loss model, which requires entities to estimate the lifetime expected credit loss on such instruments and to record an allowance to offset the amortized cost basis of the financial asset. This update is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted.services. We ~~believe the implementation of the accounting update will have a material effect on our consolidated financial statements, and we are in the process of quantifying the potential impacts.~~

~~Income Recognition.~~

~~Interest income is recognized using the interest method (constant yield method). Therefore, we recognize revenue from interest at an equal rate over the term of the loan. Unearned finance charges onpre-compute~~ ~~contracts are rebated to customers utilizing statutory methods, which in many cases is thesum-of-the-years’~~ digits method. The difference between income recognized under the constant yield method and the statutory method is recognized as an adjustment to interest income at the time of rebate. Accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent on a contractual basis. The accrual of income is not resumed until the account is less than 90 days contractually delinquent. Interest income is suspended on finance receivables for which collateral has been repossessed. If the account is charged off, the interest income is reversed as a reduction of interest and fee income.

~~We recognize income on credit life insurance using thesum-of-the-years’~~ ~~digits or actuarial methods over the terms of the policies. We recognize income on credit accident and health insurance using the average of thesum-of-the-years’~~ ~~digits and the straight-line methods over the terms of the policies. We recognize income on credit-related property and automobile insurance using the straight-line orsum-of-the-years’~~ digits methods over the terms of the policies. We recognize income on credit-related involuntary unemployment insurance using the straight-line method over the terms of the policies. Rebates are computed using statutory methods, which in many cases match the GAAP method, and where it does not match, the difference between the GAAP method and the statutory method is recognized in income at the time of rebate.

We defer fees charged to automobile dealers and recognize income using the constant yield method for indirect loans and the straight-line method for direct loans over the lives of the respective loans.

~~Charges for late fees are recognized as income when collected.~~

~~Insurance Operations.~~

Insurance operations include revenue and expense from the sale of optional insurance products to our customers. These optional products include credit life insurance, credit accident and health insurance, credit personal property insurance, vehicle single interest insurance, and involuntary unemployment insurance.

~~Share-Based Compensation.~~

We measure compensation cost for share-based awards at estimated fair value and recognize compensation expense over the service period for awards expected to vest. We use the closing stock price on the date of grant as the fair value of restricted stock awards. The fair value of stock options is determined using the Black-Scholes valuation model. The Black-Scholes model requires the input of highly subjective assumptions, including expected volatility, risk-free interest rate, and expected life, changes to which can materially affect the fair value estimate. We estimate volatility using our historical stock prices. The risk-free rate is based on the zero coupon U.S. Treasury bond rate for the expected term of the award on the grant date. The expected term is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. In addition, the estimation of share-based awards that will ultimately vest requires judgment, andresponded to the ~~extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised.~~

~~Income Taxes.~~

~~We file income tax returns in the U.S. federal jurisdiction and in various states. We are generally no longer subject to federal, state, or local income tax examinations~~Notice by ~~taxing authorities before 2013, though we remain subject to examination in New Mexico and Texas for the 2011 and 2012 tax years.~~

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the~~more-likely-than-not~~ recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payablevoluntarily consenting to the ~~taxing authorities upon examination. As of September 30, 2017, we had not taken any tax position that exceeds~~CFPB’s supervisory authority and entering into the ~~amount described above.~~

~~Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of income.~~

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 effects of future tax rate changes are recognized in the period when the enactment of new rates occurs.

Consent Agreement dated January 4, 2024. Pursuant to the ~~adoption~~Consent Agreement and related CFPB order, the CFPB will have supervisory authority over us for a period of two years ending January 8, 2026. The Consent Agreement does not constitute an ~~accounting standard update issued~~admission by us that we are a nonbank covered person who is engaging, or has engaged, in ~~March 2016 and effective for fiscal year 2017, we now recognize~~conduct that poses risks to consumers with regard to the ~~tax benefits~~offering or ~~deficiencies from the exercise~~provision of consumer financial products or ~~vesting of share-based awards in the income tax line of the consolidated statements of income. These tax benefits and deficiencies were previously recognized within additionalpaid-in-capital~~ ~~on our balance sheet.~~

~~Recently Issued Accounting Standards~~

services. See ~~Note 2, “Basis of Presentation and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements~~“Government Regulation” in Part I, Item ~~1. “Financial Statements”~~1 “Business” and “Risks Related to Regulation and Legal Proceedings” in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a further discussion of ~~recently~~the regulation and regulatory risks to which we are subject.

On March 6, 2024, the SEC adopted a final rule to require registrants to disclose certain climate-related information in their registration statements and annual reports. On April 4, 2024, the SEC issued ~~accounting pronouncements, including information on new accounting standards and~~an order staying the ~~future adoption~~effectiveness of ~~such standards.~~the final rule pending completion of the judicial review of consolidated challenges to the rule by the U.S. Court of Appeals for the Eighth Circuit. We will continue to monitor the outcome of this judicial review.

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~~ITEM 3.~~ ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect our results of operations and financial condition. We originate finance receivables either at ~~either~~ prevailing market rates or at statutory limits. Our finance receivables are structured on a ~~fixed rate, fixed term~~fixed-rate, fixed-term basis. Accordingly, subject to statutory limits, our ability to react to changes in prevailing market rates is dependent upon the speed at which our customers pay off or renew loans in our existing loan portfolio, which allows us to originate new loans at prevailing market rates. ~~Our loan portfolio turns over approximately 1.4 times per year from payments, renewals, and net credit losses.~~ Because our ~~automobile~~large loans have longer maturities than our small loans and typically ~~are not refinanced prior~~renew at a slower rate than our small loans, our reaction time to ~~maturity, the rate of turnover of the loan portfolio~~changes may ~~change~~be affected as ~~these~~our large loans change as a percentage of our portfolio.

We also are exposed to changes in interest rates as a result of ~~our~~certain borrowing activities. As of March 31, 2024, the interest rates on 81.3% of our debt (the securitizations) were fixed. We maintain liquidity and fund our business operations in ~~large~~ part through variable-rate borrowings under a senior revolving credit facility and amultiple revolving warehouse credit facility. At September 30, 2017, the outstanding balances under the senior revolving credit facility and the revolving warehouse credit facility were $461.0 million and $55.8 million, respectively. The interest rate that we pay on each credit facility is a variable rate.

Borrowings under the senior revolving credit facility bear interest, payable monthly, at a rate equal to LIBOR of a maturity we elect between one and six months, with a LIBOR floor of 1.00%, plus a margin of 3.00%, increasing to 3.25% when the availability percentage is below 10%. Alternatively, we may pay interest under the senior revolving credit facility at a rate based on the prime rate, plus a margin of 2.00%, increasing to 2.25% when the availability percentage is below 10%. Through October 1, 2017, borrowings under the revolving warehouse credit facility bore interest, payable monthly, at a blended rate equal to three-month LIBOR, plus a margin of 3.50%. Effective October 2, 2017, the revolving warehouse credit facility margin decreased to 3.25% following the satisfaction of a milestone associated with our conversion to a new loan origination and servicing system. The revolving warehouse credit facility margin may again decrease to 3.00% with the satisfaction of a further system conversion milestone.facilities. As of ~~September 30, 2017, our LIBOR rates under~~March 31, 2024, the ~~senior revolving~~balances and key terms of the credit ~~facility and warehouse revolving credit facility~~facilities were ~~1.25% and 1.34%, respectively.~~as follows:


Revolving Credit Facility	Balance (in thousands)		Interest Payment Frequency	Rate Type	Floor			Margin			Effective Interest Rate
Senior	$	154,208	Monthly	1-month SOFR		0.50	%		3.00	%		8.43	%
RMR IV Warehouse		22,133	Monthly	1-month SOFR		—			2.80	%		8.23	%
RMR V Warehouse		51,276	Monthly	Conduit		—			2.75	%		8.28	%
RMR VI Warehouse		20,640	Monthly	1-month SOFR		—			2.50	%		7.93	%
RMR VII Warehouse		5,309	Monthly	1-month SOFR		—			3.00	%		8.43	%
Total	$	253,566

Interest rates on borrowings under the senior revolving credit facility and the revolving warehouse credit facility were approximately 4.30% and 6.00%, respectively, for the nine months ended September 30, 2017, including, in each case, an unused line fee. Based on the ~~LIBOR~~underlying rates and the outstanding balances ~~at September 30, 2017,~~as of March 31, 2024, an increase of 100 basis points in ~~LIBOR~~the rates ~~would result in an increase~~ of ~~100 basis points to~~ our ~~borrowing costs and~~revolving credit facilities would result in approximately ~~$5.6~~$2.5 million of increased interest expense on an annual basis, in the aggregate, under these ~~LIBOR-based~~ borrowings.

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

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~~We have purchased interest rate caps to manage interest rate risk associated with a notional $250.0 million of our LIBOR-based borrowings. These interest rate caps are based on theone-month~~ ~~LIBOR and reimburse us for the difference when theone-month~~ ~~LIBOR exceeds 2.50%. The interest rate caps have maturities of April 2018 ($150.0 million), March 2019 ($50.0 million), and June 2020 ($50.0 million).~~

ITEM 4. CONTROLS AND PROCEDURES.

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES.~~

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2017.~~March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules13a-15(e) and15d-15(e) under the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial ~~officers,~~officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of ~~September 30, 2017,~~March 31, 2024, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost–benefit relationship of possible controls and procedures.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules13a-15(d) or15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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~~PART II. OTHER INFORMATION~~

Part II – Other information

~~ITEM 1.~~

~~LEGAL PROCEEDINGS~~

~~On May 30, 2014, a securities class action lawsuit was filed in the United States District Court for the Southern District of New York (the “District Court”) against the Company and certain of its current and former directors, executive officers, and stockholders (collectively, the “Defendants”). The complaint alleged violations of the Securities Act of 1933 (the “1933 Act Claims~~”) and sought unspecified compensatory damages and other relief on behalf of a purported class of purchasers of the Company’s common stock in the September 2013 and December 2013 secondary public offerings. On August 25, 2014, Waterford Township Police & Fire Retirement System and City of Roseville Employees’ Retirement System were appointed as lead plaintiffs (collectively, the “~~Plaintiffs”). An amended complaint was filed on November 24, 2014. In addition to the 1933 Act Claims, the amended complaint also added claims for violations of the Securities Exchange Act of 1934 (the “1934 Act Claims~~”) seeking unspecified compensatory damages on behalf of a purported class of purchasers of the Company’s common stock between May 2, 2013 and October 30, 2014, inclusive. On January 26, 2015, the Defendants filed a motion to dismiss the amended complaint in its entirety. In response, the Plaintiffs sought and were granted leave to file an amended complaint. On February 27, 2015, the Plaintiffs filed a second amended complaint. Like the prior amended complaint, the second amended complaint asserts 1933 Act Claims and 1934 Act Claims and seeks unspecified compensatory damages. The Defendants’ motion to dismiss the second amended complaint was filed on April 28, 2015, the Plaintiffs’ opposition was filed on June 12, 2015, and the Defendants’ reply was filed on July 13, 2015.ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

~~ITEM 1A.~~

~~RISK FACTORS~~

There have been no material changes to our risk factors from those included in our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016 and in our Quarterly Report on Form10-Q~~ ~~for the fiscal quarter ended June 30, 2017.~~2023. In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016~~2023 (which was filed with the SEC on February ~~10, 2017) and in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form10-Q~~ ~~for the fiscal quarter ended June 30, 2017 (which was filed with the SEC on August 1, 2017)~~22, 2024), which could materially affect our business, financial condition, and/or future operating results. The risks described in our Annual Report on Form10-K ~~and Quarterly Reports on Form10-Q~~ are not the only risks facing our company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially and adversely affect the Company’s business, financial condition, and/or operating results.

ITEM 5. OTHER INFORMATION.

During the three months ended March 31, 2024, none of the Company’s officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS.

Incorporated by Reference

Exhibit

Number

Exhibit Description

Filed

Herewith

Form

File

Number

Exhibit

Filing Date

10.1

Eighth Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of February 5, 2024, 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

8-K

001-35477

10.1

2/7/2024

10.2

Omnibus Amendment to Credit Agreement and Account Control Agreement and Consent, dated as of March 29, 2024, by and among Regional Management Corp., as servicer, Regional Management Receivables IV, LLC, as borrower, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank National Association), acting through its Corporate Trust Services division, as account bank and backup servicer

8-K

001-35477

10.1

4/3/2024

10.3

Amendment No. 5 to the Credit Agreement, dated as of March 29, 2024, by and among Regional Management Corp., as servicer, Regional Management Receivables V, LLC, as borrower, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, acting through its Corporate Trust Services division, including its successors and permitted assigns, as account bank and backup servicer, and JPMorgan Chase Bank, N.A., as administrative agent

8-K

001-35477

10.2

4/3/2024

10.4

First Amendment to Credit Agreement and Consent, dated as of March 29, 2024, by and among Regional Management Corp., as servicer, Regional Management Receivables VI, LLC, as borrower, the lenders parties thereto, and Regions Bank, as administrative agent

8-K

001-35477

10.3

4/3/2024

10.5

First Amendment to Credit Agreement and Consent, dated as of March 29, 2024, by and among Regional Management Corp., as servicer, Regional Management Receivables VII, LLC, as borrower, the lenders parties thereto, and BMO Capital Markets Corp., as administrative agent

8-K

001-35477

10.4

4/3/2024

31.1

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

31.2

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

32.1

Section 1350 Certifications

101.INS

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

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~~ITEM 6.~~

~~EXHIBITS~~

Incorporated by Reference

Exhibit

Number

Exhibit Description

Filed

Herewith

Form

File

Number

Exhibit

Filing Date

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

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

Exhibit
Incorporated by Reference
   Filed
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith
10.1    Amended and Restated Shareholders Agreement Termination, dated as of July 28, 2017, by and among Regional Management Corp. and the shareholders party thereto                X
10.2    First Amendment to Employment Agreement, dated August 30, 2017, by and between Peter R. Knitzer and Regional Management Corp.    8-K    001-35477    10.1    9/1/2017
10.3    First Amendment to Employment Agreement, dated August 30, 2017, by and between John D. Schachtel and Regional Management Corp.    8-K    001-35477    10.2    9/1/2017
10.4    Employment Agreement, dated August 30, 2017, by and between Donald E. Thomas and Regional Management Corp.    8-K    001-35477    10.3    9/1/2017
10.5    Employment Agreement, dated August 30, 2017, by and between Daniel J. Taggart and Regional Management Corp.    8-K    001-35477    10.4    9/1/2017
10.6    Employment Agreement, dated August 30, 2017, by and between Brian J. Fisher and Regional Management Corp.    8-K    001-35477    10.5    9/1/2017
31.1    Rule13a-14(a) /15(d)-14(a) Certification of Principal Executive Officer    —      —      —      —      X
31.2    Rule13a-14(a) /15(d)-14(a) Certification of Principal Financial Officer    —      —      —��    —      X
32.1    Section 1350 Certifications    —      —      —      —      X
101    The following materials from our Quarterly Report on Form10-Q for the three and nine months ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016; (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016; (iii) the Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2017 and the year ended December 31, 2016; (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; and (v) the Notes to the Consolidated Financial Statements    —      —      —      —      X

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SIGNATURE

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


	REGIONAL MANAGEMENT CORP.

~~Date: November 8, 2017~~	~~By:~~	~~/s/ Donald E. Thomas~~
		~~Donald E. Thomas,~~
Date: May 3, 2024	By:	/s/ Harpreet Rana
		Harpreet Rana, Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)


	September 30, 2017 (Unaudited)			December 31, 2016
Assets
Cash	$	5,191		$	4,446
Gross finance receivables		1,002,630			916,954
Unearned finance charges and insurance premiums		(227,774	)		(199,179	)

Finance receivables		774,856			717,775
Allowance for credit losses		(47,400	)		(41,250	)

Net finance receivables		727,456			676,525
Property and equipment		12,657			11,693
Restricted cash		13,849			8,297
Intangible assets		10,239			6,448
Deferred tax asset		5,121			33
Other assets		5,337			4,782

Total assets	$	779,850		$	712,224

Liabilities and Stockholders’ Equity
Liabilities:
Long-term debt	$	538,351		$	491,678
Unamortized debt issuance costs		(5,266	)		(2,152	)

Net long-term debt		533,085			489,526
Accounts payable and accrued expenses		18,950			15,223

Total liabilities		552,035			504,749
Commitments and Contingencies (Note 9)
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, no shares issued or outstanding)		—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 13,213 shares issued and 11,667 shares outstanding at September 30, 2017, and 12,996 shares issued and 11,450 shares outstanding at December 31, 2016)		1,321			1,300
Additionalpaid-in-capital		93,673			92,432
Retained earnings		157,867			138,789
Treasury stock (1,546 shares at September 30, 2017 and December 31, 2016)		(25,046	)		(25,046	)

Total stockholders’ equity		227,815			207,475

Total liabilities and stockholders’ equity	$	779,850		$	712,224

The following table presents the assets and liabilities of our consolidated variable interest entities:
Assets
Cash	$	71		$	36
Finance receivables		89,147			41,244
Allowance for credit losses		(4,460	)		(2,337	)
Restricted cash		8,238			4,426
Other assets		39			201

Total assets	$	93,035		$	43,570

Liabilities
Net long-term debt	$	74,377		$	37,898
Accounts payable and accrued expenses		18			5

Total liabilities	$	74,395		$	37,903


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Revenue
Interest and fee income	$	63,615	$	57,420	$	182,657	$	161,309
Insurance income, net		3,095		2,346		9,985		7,886
Other income		2,484		2,709		7,710		7,302

Total revenue		69,194		62,475		200,352		176,497

Expenses
Provision for credit losses		20,152		16,410		57,875		43,587
Personnel		19,534		18,180		56,089		51,981
Occupancy		5,480		5,175		16,184		14,808
Marketing		2,303		1,786		5,287		5,363
Other		6,523		5,312		19,376		17,654

Total general and administrative expenses		33,840		30,453		96,936		89,806
Interest expense		6,658		5,116		17,092		14,637

Income before income taxes		8,544		10,496		28,449		28,467
Income taxes		3,235		4,020		9,371		10,903

Net income	$	5,309	$	6,476	$	19,078	$	17,564

Net income per common share:
Basic	$	0.46	$	0.57	$	1.65	$	1.47

Diluted	$	0.45	$	0.56	$	1.62	$	1.44

Weighted average shares outstanding:
Basic		11,563		11,384		11,537		11,963

Diluted		11,812		11,664		11,752		12,194


	September 30, 2017
	Small					Large					Automobile					Retail					Total
In thousands	$		%			$		%			$		%			$		%			$		%
Current	$	294,286		81.1	%	$	266,783		86.5	%	$	51,463		71.8	%	$	26,164		83.6	%	$	638,696		82.5	%
1 to 29 days past due		38,648		10.6	%		26,281		8.5	%		14,923		20.8	%		3,378		10.8	%		83,230		10.7	%

Delinquent accounts
30 to 59 days		10,045		2.7	%		5,598		1.8	%		2,302		3.3	%		676		2.2	%		18,621		2.4	%
60 to 89 days		6,814		1.9	%		3,381		1.1	%		1,021		1.4	%		415		1.3	%		11,631		1.5	%
90 to 119 days		5,606		1.5	%		2,915		0.9	%		854		1.2	%		278		0.9	%		9,653		1.2	%
120 to 149 days		4,042		1.1	%		1,889		0.6	%		663		0.9	%		205		0.7	%		6,799		0.9	%
150 to 179 days		3,821		1.1	%		1,795		0.6	%		440		0.6	%		170		0.5	%		6,226		0.8	%

Total delinquency	$	30,328		8.3	%	$	15,578		5.0	%	$	5,280		7.4	%	$	1,744		5.6	%	$	52,930		6.8	%

Total finance receivables	$	363,262		100.0	%	$	308,642		100.0	%	$	71,666		100.0	%	$	31,286		100.0	%	$	774,856		100.0	%

Finance receivables in nonaccrual status	$	13,469		3.7	%	$	6,599		2.1	%	$	1,957		2.7	%	$	653		2.1	%	$	22,678		2.9	%


	December 31, 2016
	Small					Large					Automobile					Retail					Total
In thousands	$		%			$		%			$		%			$		%			$		%
Current	$	288,983		80.6	%	$	204,063		86.8	%	$	66,936		74.0	%	$	27,220		81.2	%	$	587,202		81.9	%
1 to 29 days past due		36,533		10.2	%		19,172		8.1	%		17,196		19.0	%		4,205		12.5	%		77,106		10.7	%

Delinquent accounts
30 to 59 days		9,408		2.6	%		3,948		1.7	%		2,654		3.0	%		717		2.2	%		16,727		2.3	%
60 to 89 days		7,110		2.0	%		2,920		1.2	%		1,171		1.3	%		440		1.3	%		11,641		1.6	%
90 to 119 days		6,264		1.8	%		2,271		1.0	%		1,110		1.2	%		376		1.1	%		10,021		1.4	%
120 to 149 days		5,424		1.5	%		1,710		0.7	%		743		0.8	%		328		1.0	%		8,205		1.1	%
150 to 179 days		4,749		1.3	%		1,265		0.5	%		622		0.7	%		237		0.7	%		6,873		1.0	%

Total delinquency	$	32,955		9.2	%	$	12,114		5.1	%	$	6,300		7.0	%	$	2,098		6.3	%	$	53,467		7.4	%

Total finance receivables	$	358,471		100.0	%	$	235,349		100.0	%	$	90,432		100.0	%	$	33,523		100.0	%	$	717,775		100.0	%

Finance receivables in nonaccrual status	$	16,437		4.6	%	$	5,246		2.2	%	$	2,475		2.7	%	$	941		2.8	%	$	25,099		3.5	%


	Three Months Ended September 30,						Nine Months Ended September 30,
In thousands	2017			2016			2017			2016
Balance at beginning of period	$	42,000		$	36,200		$	41,250		$	37,452
Provision for credit losses		20,152			16,410			57,875			43,587
Credit losses		(16,739	)		(14,680	)		(56,736	)		(45,576	)
Recoveries		1,987			1,170			5,011			3,637

Balance at end of period	$	47,400		$	39,100		$	47,400		$	39,100


In thousands	Balance July 1, 2017		Provision		Credit Losses			Recoveries		Balance September 30, 2017		Finance Receivables September 30, 2017		Allowance as Percentage of Finance Receivables September 30, 2017
Small loans	$	20,910	$	10,364	$	(9,570	)	$	1,255	$	22,959	$	363,262		6.3	%
Large loans		14,000		8,035		(5,068	)		350		17,317		308,642		5.6	%
Automobile loans		5,210		805		(1,511	)		308		4,812		71,666		6.7	%
Retail loans		1,880		948		(590	)		74		2,312		31,286		7.4	%

Total	$	42,000	$	20,152	$	(16,739	)	$	1,987	$	47,400	$	774,856		6.1	%


In thousands	Balance July 1, 2016		Provision		Credit Losses			Recoveries		Balance September 30, 2016		Finance Receivables September 30, 2016		Allowance as Percentage of Finance Receivables September 30, 2016
Small loans	$	18,752	$	11,103	$	(9,722	)	$	667	$	20,800	$	349,390		6.0	%
Large loans		7,886		4,209		(2,436	)		141		9,800		217,102		4.5	%
Automobile loans		7,851		308		(1,976	)		317		6,500		97,141		6.7	%
Retail loans		1,711		790		(546	)		45		2,000		32,516		6.2	%

Total	$	36,200	$	16,410	$	(14,680	)	$	1,170	$	39,100	$	696,149		5.6	%


In thousands	Balance January 1, 2017		Provision		Credit Losses			Recoveries		Balance September 30, 2017		Finance Receivables September 30, 2017		Allowance as Percentage of Finance Receivables September 30, 2017
Small loans	$	21,770	$	32,608	$	(34,313	)	$	2,894	$	22,959	$	363,262		6.3	%
Large loans		11,460		19,762		(14,720	)		815		17,317		308,642		5.6	%
Automobile loans		5,910		3,369		(5,568	)		1,101		4,812		71,666		6.7	%
Retail loans		2,110		2,136		(2,135	)		201		2,312		31,286		7.4	%

Total	$	41,250	$	57,875	$	(56,736	)	$	5,011	$	47,400	$	774,856		6.1	%


In thousands	Balance January 1, 2016		Provision		Credit Losses			Recoveries		Balance September 30, 2016		Finance Receivables September 30, 2016		Allowance as Percentage of Finance Receivables September 30, 2016
Small loans	$	21,535	$	29,200	$	(32,170	)	$	2,235	$	20,800	$	349,390		6.0	%
Large loans		5,593		9,359		(5,534	)		382		9,800		217,102		4.5	%
Automobile loans		8,828		3,077		(6,272	)		867		6,500		97,141		6.7	%
Retail loans		1,496		1,951		(1,600	)		153		2,000		32,516		6.2	%

Total	$	37,452	$	43,587	$	(45,576	)	$	3,637	$	39,100	$	696,149		5.6	%


In thousands, except per share amounts	Number of Shares			Weighted-Average Price Per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2017		1,166		$	14.66
Granted		116			19.99
Exercised		(283	)		7.15
Forfeited		(35	)		18.30
Expired		—			—

Options outstanding at September 30, 2017		964		$	17.38		7.4	$	6,843

Options exercisable at September 30, 2017		463		$	17.25		6.5	$	3,376

Available for grant at September 30, 2017		1,263


In thousands, except per unit amounts	Units			Weighted-Average Grant Date Fair Value
Non-vested units at January 1, 2017		164		$	16.07
Granted		85			19.99
Vested		—			—
Forfeited		(48	)		17.69

Non-vested units at September 30, 2017		201		$	17.33


	3Q 17					3Q 16					YTD 17					YTD 16
In thousands	Amount		% of Average Receivables			Amount		% of Average Receivables			Amount		% of Average Receivables			Amount		% of Average Receivables
Revenue
Interest and fee income	$	63,615		33.8	%	$	57,420		34.0	%	$	182,657		33.5	%	$	161,309		33.5	%
Insurance income, net		3,095		1.6	%		2,346		1.4	%		9,985		1.8	%		7,886		1.6	%
Other income		2,484		1.3	%		2,709		1.6	%		7,710		1.5	%		7,302		1.6	%

Total revenue		69,194		36.7	%		62,475		37.0	%		200,352		36.8	%		176,497		36.7	%

Expenses
Provision for credit losses		20,152		10.7	%		16,410		9.7	%		57,875		10.6	%		43,587		9.1	%
Personnel		19,534		10.4	%		18,180		10.8	%		56,089		10.3	%		51,981		10.8	%
Occupancy		5,480		2.9	%		5,175		3.1	%		16,184		3.0	%		14,808		3.1	%
Marketing		2,303		1.2	%		1,786		1.1	%		5,287		1.0	%		5,363		1.1	%
Other		6,523		3.5	%		5,312		3.1	%		19,376		3.5	%		17,654		3.7	%

Total general and administrative		33,840		18.0	%		30,453		18.1	%		96,936		17.8	%		89,806		18.7	%
Interest expense		6,658		3.5	%		5,116		3.0	%		17,092		3.2	%		14,637		3.0	%

Income before income taxes		8,544		4.5	%		10,496		6.2	%		28,449		5.2	%		28,467		5.9	%
Income taxes		3,235		1.7	%		4,020		2.4	%		9,371		1.7	%		10,903		2.2	%

Net income	$	5,309		2.8	%	$	6,476		3.8	%	$	19,078		3.5	%	$	17,564		3.7	%


	Finance Receivables by Product
In thousands	3Q 17		2Q 17		QoQ $ Inc (Dec)			QoQ % Inc (Dec)			3Q 16		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	363,262	$	348,742	$	14,520			4.2	%	$	349,390	$	13,872			4.0	%
Large loans		308,642		267,921		40,721			15.2	%		217,102		91,540			42.2	%

Total core loans		671,904		616,663		55,241			9.0	%		566,492		105,412			18.6	%
Automobile loans		71,666		79,861		(8,195	)		(10.3	)%		97,141		(25,475	)		(26.2	)%
Retail loans		31,286		30,243		1,043			3.4	%		32,516		(1,230	)		(3.8	)%

Total finance receivables	$	774,856	$	726,767	$	48,089			6.6	%	$	696,149	$	78,707			11.3	%

Number of branches at period end		344		347		(3	)		(0.9	)%		338		6			1.8	%
Average finance receivables per branch	$	2,252	$	2,094	$	158			7.5	%	$	2,060	$	192			9.3	%


	Average Finance Receivables for the Quarter Ended							Average Yields for the Quarter Ended
In thousands	3Q 17		3Q 16		YoY % Inc (Dec)			3Q 17			3Q 16			YoY % Inc (Dec)
Small loans	$	358,380	$	337,674		6.1	%		42.7	%		43.3	%		(0.6	)%
Large loans		288,684		206,437		39.8	%		29.0	%		29.0	%		0.0	%
Automobile loans		75,984		99,113		(23.3	)%		16.2	%		17.8	%		(1.6	)%
Retail loans		30,788		31,317		(1.7	)%		17.8	%		19.4	%		(1.6	)%

Total interest and fee yield	$	753,836	$	674,541		11.8	%		33.8	%		34.0	%		(0.2	)%

Total revenue yield	$	753,836	$	674,541		11.8	%		36.7	%		37.0	%		(0.3	)%


	Net Loans Originated
In thousands	3Q 17		2Q 17		QoQ $ Inc (Dec)			QoQ % Inc (Dec)			3Q 16		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	148,820	$	160,380	$	(11,560	)		(7.2	)%	$	160,642	$	(11,822	)		(7.4	)%
Large loans		105,460		86,771		18,689			21.5	%		62,846		42,614			67.8	%
Automobile loans		3,787		5,828		(2,041	)		(35.0	)%		11,099		(7,312	)		(65.9	)%
Retail loans		7,905		6,353		1,552			24.4	%		9,258		(1,353	)		(14.6	)%

Total net loans originated	$	265,972	$	259,332	$	6,640			2.6	%	$	243,845	$	22,127			9.1	%


	General & Administrative Expenses Trend
In thousands	3Q 16			4Q 16			1Q 17			2Q 17			3Q 17			YoY B(W)
Legacy operations expenses	$	19,596		$	19,238		$	20,497		$	19,208		$	20,591		$	(995	)
2017 new branch expenses								276			499			676			(676	)

Total operations expenses		19,596			19,238			20,773			19,707			21,267			(1,671	)
Marketing expenses		1,786			1,474			1,205			1,779			2,303			(517	)
Home office expenses		9,071			8,114			9,476			10,156			10,270			(1,199	)

Total G&A expenses	$	30,453		$	28,826		$	31,454		$	31,642		$	33,840		$	(3,387	)

Annualized G&A expenses as % of average finance receivables		18.1	%		16.3	%		17.7	%		17.9	%		18.0	%		0.1	%


	Average Finance Receivables for the Nine Months Ended							Average Yields for the Nine Months Ended
In thousands	YTD 17		YTD 16		YoY % Inc (Dec)			YTD 17			YTD 16			YoY % Inc (Dec)
Small loans	$	351,204	$	327,626		7.2	%		42.4	%		42.5	%		(0.1	)%
Large loans		261,277		179,508		45.6	%		28.8	%		28.7	%		0.1	%
Automobile loans		82,313		104,797		(21.5	)%		16.4	%		17.9	%		(1.5	)%
Retail loans		31,389		29,464		6.5	%		18.4	%		19.2	%		(0.8	)%

Total interest and fee yield	$	726,183	$	641,395		13.2	%		33.5	%		33.5	%		0.0	%

Total revenue yield	$	726,183	$	641,395		13.2	%		36.8	%		36.7	%		0.1	%