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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 2, 2022,~~October 27, 2023, the registrant had outstanding ~~9,585,782~~9,834,739 shares of Common Stock, $0.10 par value.

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

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

~~In March 2022, the Financial Accounting Standards Board (“FASB~~”) issued an accounting update eliminating the accounting for TDRs by creditors while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendment also requires disclosure of gross credit losses by year of origination for finance receivables. The amendments in this update are effective for annual and interim periods beginning after December 15, 2022. The Company is currently evaluating the potential disclosure impacts of this update to its footnotes, but believes implementation of the update will not have a material financial effect on its consolidated financial statements.

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

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


Dollars in thousands	September 30, 2022		December 31, 2021		September 30, 2023		December 31, 2022
Small loans	$	480,199	$	445,023	$	474,181	$	481,605
Large loans		1,116,455		970,694		1,271,891		1,208,185
Retail loans		10,944		10,540		4,937		9,603
Net finance receivables	$	1,607,598	$	1,426,257	$	1,751,009	$	1,699,393

Net finance receivables included net deferred origination fees and costs of ~~$14.8~~$14.9 million and ~~$14.2~~$16.0 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

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

1314

Net finance receivables by product, FICO band at origination, and origination year as of September 30, ~~2022~~2023 are as follows:


	Net Finance Receivables by Origination Year
Dollars in thousands	2023 (1)		2022		2021		2020		2019		Prior		Total Net Finance Receivables
Small Loans:
FICO Band
1	$	55,068	$	18,207	$	2,777	$	301	$	96	$	25	$	76,474
2		27,381		10,642		1,324		93		16		10		39,466
3		42,614		14,490		1,346		65		11		1		58,527
4		53,057		18,008		1,382		64		12		4		72,527
5		59,174		23,638		1,498		44		5		3		84,362
6		97,676		42,355		2,705		77		10		2		142,825
Total small loans	$	334,970	$	127,340	$	11,032	$	644	$	150	$	45	$	474,181
Current period credit losses (2)	$	2,665	$	46,163	$	9,095	$	550	$	51	$	6	$	58,530
Large Loans:
FICO Band
1	$	67,059	$	35,799	$	12,575	$	3,318	$	1,351	$	507	$	120,609
2		37,257		22,255		7,180		1,583		428		107		68,810
3		69,692		60,238		20,014		3,239		608		84		153,875
4		97,016		84,368		27,268		4,962		1,045		68		214,727
5		104,816		87,340		30,098		5,733		918		45		228,950
6		234,568		178,760		59,137		10,907		1,478		70		484,920
Total large loans	$	610,408	$	468,760	$	156,272	$	29,742	$	5,828	$	881	$	1,271,891
Current period credit losses (2)	$	2,662	$	56,303	$	28,070	$	4,197	$	1,216	$	218	$	92,666
Retail Loans:
FICO Band
1	$	1	$	3	$	3	$	5	$	1	$	5	$	18
2		—		269		47		—		1		—		317
3		1		783		282		13		1		1		1,081
4		—		820		466		66		—		5		1,357
5		—		640		382		51		—		5		1,078
6		—		653		371		58		3		1		1,086
Total retail loans	$	2	$	3,168	$	1,551	$	193	$	6	$	17	$	4,937
Current period credit losses (2)	$	—	$	552	$	325	$	68	$	25	$	3	$	973
Total Loans:
FICO Band
1	$	122,128	$	54,009	$	15,355	$	3,624	$	1,448	$	537	$	197,101
2		64,638		33,166		8,551		1,676		445		117		108,593
3		112,307		75,511		21,642		3,317		620		86		213,483
4		150,073		103,196		29,116		5,092		1,057		77		288,611
5		163,990		111,618		31,978		5,828		923		53		314,390
6		332,244		221,768		62,213		11,042		1,491		73		628,831
Total loans	$	945,380	$	599,268	$	168,855	$	30,579	$	5,984	$	943	$	1,751,009
Current period credit losses (2)	$	5,327	$	103,018	$	37,490	$	4,815	$	1,292	$	227	$	152,169

(1)

Includes loans originated during the nine months ended September 30, 2023.

(2)

Represents credit losses for the nine months ended September 30, 2023.

Net Finance Receivables by Origination Year

Dollars in thousands

2022 (1)

2021

2020

2019

2018

Prior

Total Net Finance Receivables

Small Loans:

FICO Band

1

$
57,153

$
20,032

$
2,457

$
436

$
57

$
9

$
80,144

2

37,764

12,933

1,190

120

8

3

52,018

3

48,470

14,291

1,115

110

—

1

63,987

4

56,299

16,167

1,080

84

—

1

73,631

5

59,472

18,181

1,151

57

—

—

78,861

6

96,610

32,606

2,310

31

—

1

131,558

Total small loans

$
355,768

$
114,210

$
9,303

$
838

$
65

$
15

$
480,199

Large Loans:

FICO Band

1

$
44,554

$
25,094

$
9,416

$
4,496

$
1,128

$
756

$
85,444

2

28,249

21,121

5,541

1,932

176

173

57,192

3

88,293

59,360

11,648

4,179

297

186

163,963

4

116,975

76,055

16,150

5,762

291

97

215,330

5

113,038

75,255

17,132

5,465

322

60

211,272

6

205,734

136,557

30,963

9,395

545

60

383,254

Total large loans

$
596,843

$
393,442

$
90,850

$
31,229

$
2,759

$
1,332

$
1,116,455

Retail Loans:

FICO Band

1

$
11

$
9

$
52

$
38

$
4

$
4

$
118

2

418

162

23

27

2

—

632

3

1,180

835

124

27

2

5

2,173

4

1,291

1,294

390

69

4

4

3,052

5

984

1,008

311

75

8

5

2,391

6

1,120

1,091

301

65

—

1

2,578

Total retail loans

$
5,004

$
4,399

$
1,201

$
301

$
20

$
19

$
10,944

Total Loans:

FICO Band

1

$
101,718

$
45,135

$
11,925

$
4,970

$
1,189

$
769

$
165,706

2

66,431

34,216

6,754

2,079

186

176

109,842

3

137,943

74,486

12,887

4,316

299

192

230,123

4

174,565

93,516

17,620

5,915

295

102

292,013

5

173,494

94,444

18,594

5,597

330

65

292,524

6

303,464

170,254

33,574

9,491

545

62

517,390

Total loans

$
957,615

$
512,051

$
101,354

$
32,368

$
2,844

$
1,366

$
1,607,598

~~(1)~~

~~Includes loans originated during the nine months ended September 30, 2022.~~

Net finance receivables by product, FICO band at origination, and origination year as of December 31, ~~2021~~2022 are as follows:


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

Net Finance Receivables by Origination Year

Dollars in thousands

2021

2020

2019

2018

2017

Prior

Total Net Finance Receivables

Small Loans:

FICO Band

1

$
71,720

$
11,243

$
2,202

$
208

$
44

$
6

$
85,423

2

48,507

5,805

856

33

11

3

55,215

3

52,113

6,278

764

24

5

1

59,185

4

56,631

6,834

689

31

8

1

64,194

5

57,058

8,484

615

14

2

1

66,174

6

96,149

17,837

835

7

3

1

114,832

Total small loans

$
382,178

$
56,481

$
5,961

$
317

$
73

$
13

$
445,023

Large Loans:

FICO Band

1

$
41,865

$
19,447

$
9,940

$
2,714

$
1,374

$
649

$
75,989

2

40,795

12,814

4,815

594

255

171

59,444

3

112,048

26,041

11,398

1,412

372

118

151,389

4

136,901

34,382

14,890

1,622

284

50

188,129

5

130,375

34,278

14,021

1,730

165

68

180,637

6

229,184

59,579

23,054

2,998

235

56

315,106

Total large loans

$
691,168

$
186,541

$
78,118

$
11,070

$
2,685

$
1,112

$
970,694

Retail Loans:

FICO Band

1

$
19

$
137

$
207

$
25

$
1

$
2

$
391

2

161

86

150

13

1

—

411

3

1,177

338

156

17

4

4

1,696

4

1,699

840

363

56

4

2

2,964

5

1,415

678

337

46

7

1

2,484

6

1,563

702

295

30

2

2

2,594

Total retail loans

$
6,034

$
2,781

$
1,508

$
187

$
19

$
11

$
10,540

Total Loans:

FICO Band

1

$
113,604

$
30,827

$
12,349

$
2,947

$
1,419

$
657

$
161,803

2

89,463

18,705

5,821

640

267

174

115,070

3

165,338

32,657

12,318

1,453

381

123

212,270

4

195,231

42,056

15,942

1,709

296

53

255,287

5

188,848

43,440

14,973

1,790

174

70

249,295

6

326,896

78,118

24,184

3,035

240

59

432,532

Total loans

$
1,079,380

$
245,803

$
85,587

$
11,574

$
2,777

$
1,136

$
1,426,257

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


	September 30, 2022																				September 30, 2023
	Small					Large					Retail					Total					Small					Large					Retail					Total
Dollars in thousands	$		%			$		%			$		%			$		%			$		%			$		%			$		%			$		%
Current	$	384,470		80.1	%	$	963,174		86.3	%	$	8,490		77.5	%	$	1,356,134		84.4	%	$	384,549		81.1	%	$	1,084,894		85.3	%	$	3,488		70.7	%	$	1,472,931		84.2	%
1 to 29 days past due		45,823		9.5	%		88,359		7.9	%		1,286		11.8	%		135,468		8.4	%		44,194		9.3	%		104,741		8.2	%		713		14.4	%		149,648		8.5	%
Delinquent accounts
30 to 59 days		12,802		2.7	%		19,140		1.7	%		353		3.2	%		32,295		2.0	%		12,431		2.6	%		23,872		1.9	%		199		4.1	%		36,502		2.1	%
60 to 89 days		10,641		2.2	%		14,496		1.3	%		238		2.2	%		25,375		1.6	%		10,381		2.2	%		17,624		1.4	%		125		2.5	%		28,130		1.6	%
90 to 119 days		9,048		1.9	%		12,454		1.1	%		218		2.0	%		21,720		1.3	%		8,182		1.7	%		15,129		1.2	%		109		2.2	%		23,420		1.3	%
120 to 149 days		7,732		1.6	%		9,587		0.9	%		184		1.7	%		17,503		1.1	%		7,401		1.6	%		13,759		1.1	%		149		3.0	%		21,309		1.2	%
150 to 179 days		9,683		2.0	%		9,245		0.8	%		175		1.6	%		19,103		1.2	%		7,043		1.5	%		11,872		0.9	%		154		3.1	%		19,069		1.1	%
Total delinquency	$	49,906		10.4	%	$	64,922		5.8	%	$	1,168		10.7	%	$	115,996		7.2	%	$	45,438		9.6	%	$	82,256		6.5	%	$	736		14.9	%	$	128,430		7.3	%
Total net finance receivables	$	480,199		100.0	%	$	1,116,455		100.0	%	$	10,944		100.0	%	$	1,607,598		100.0	%	$	474,181		100.0	%	$	1,271,891		100.0	%	$	4,937		100.0	%	$	1,751,009		100.0	%
Net finance receivables in nonaccrual status	$	28,713		6.0	%	$	35,377		3.2	%	$	631		5.8	%	$	64,721		4.0	%	$	25,435		5.4	%	$	46,900		3.7	%	$	454		9.2	%	$	72,789		4.2	%


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

The accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If a loan is charged off, the accrued interest is reversed as a reduction of interest and fee income. During the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Company reversed ~~$4.3~~$5.4 million and ~~$1.8~~$4.3 million of accrued interest as reductions of interest and fee income, respectively. The Company reversed ~~$12.4~~$16.4 million and ~~$6.5~~$12.4 million of accrued interest as reductions of interest and fee income for the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively.

The following is a reconciliation of the allowance for credit losses by product for the three and nine months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


Dollars in thousands	Small			Large			Retail			Total
Beginning balance at July 1, 2023	$	58,468		$	121,873		$	1,059		$	181,400
Provision for credit losses		17,714			33,127			89			50,930
Credit losses		(18,702	)		(30,908	)		(341	)		(49,951	)
Recoveries		1,012			1,493			16			2,521
Ending balance at September 30, 2023	$	58,492		$	125,585		$	823		$	184,900
Net finance receivables at September 30, 2023	$	474,181		$	1,271,891		$	4,937		$	1,751,009
Allowance as percentage of net finance receivables at September 30, 2023		12.3	%		9.9	%		16.7	%		10.6	%


Dollars in thousands	Small			Large			Retail			Total
Beginning balance at July 1, 2022	$	58,176		$	107,760		$	1,564		$	167,500
Provision for credit losses		20,463			27,200			408			48,071
Credit losses		(16,909	)		(20,099	)		(368	)		(37,376	)
Recoveries		684			900			21			1,605
Ending balance at September 30, 2022	$	62,414		$	115,761		$	1,625		$	179,800
Net finance receivables at September 30, 2022	$	480,199		$	1,116,455		$	10,944		$	1,607,598
Allowance as percentage of net finance receivables at September 30, 2022		13.0	%		10.4	%		14.8	%		11.2	%


Dollars in thousands	Small			Large			Retail			Total			Small			Large			Retail			Total
Beginning balance at July 1, 2021	$	51,578		$	86,104		$	1,718		$	139,400
Beginning balance at January 1, 2023													$	57,915		$	119,592		$	1,293		$	178,800
Provision for credit losses		13,936			12,094			66			26,096			56,292			94,392			465			151,149
Credit losses		(8,190	)		(7,959	)		(232	)		(16,381	)		(58,530	)		(92,666	)		(973	)		(152,169	)
Recoveries		462			502			21			985			2,815			4,267			38			7,120
Ending balance at September 30, 2021	$	57,786		$	90,741		$	1,573		$	150,100
Net finance receivables at September 30, 2021	$	419,602		$	884,271		$	10,360		$	1,314,233
Allowance as percentage of net finance receivables at September 30, 2021		13.8	%		10.3	%		15.2	%		11.4	%
Ending balance at September 30, 2023													$	58,492		$	125,585		$	823		$	184,900
Net finance receivables at September 30, 2023													$	474,181		$	1,271,891		$	4,937		$	1,751,009
Allowance as percentage of net finance receivables at September 30, 2023														12.3	%		9.9	%		16.7	%		10.6	%


Dollars in thousands	Small			Large			Retail			Total
Beginning balance at January 1, 2022	$	61,294		$	96,494		$	1,512		$	159,300
Provision for credit losses		50,580			72,720			1,029			124,329
Credit losses		(51,536	)		(55,891	)		(987	)		(108,414	)
Recoveries		2,076			2,438			71			4,585
Ending balance at September 30, 2022	$	62,414		$	115,761		$	1,625		$	179,800
Net finance receivables at September 30, 2022	$	480,199		$	1,116,455		$	10,944		$	1,607,598
Allowance as percentage of net finance receivables at September 30, 2022		13.0	%		10.4	%		14.8	%		11.2	%

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

Dollars in thousands

Small

Large

Retail

Total

Beginning balance at January 1, 2021

$
59,410

$
88,058

$
2,532

$
150,000

Provision for credit losses

26,905

31,086

16

58,007

Credit losses

(29,918
)

(30,003
)

(1,038
)

(60,959
)
Recoveries

1,389

1,600

63

3,052

Ending balance at September 30, 2021

$
57,786

$
90,741

$
1,573

$
150,100

Net finance receivables at September 30, 2021

$
419,602

$
884,271

$
10,360

$
1,314,233

Allowance as percentage of net finance receivables at September 30, 2021

13.8
%

10.3
%

15.2
%

11.4
%
•

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 2023, the Company enhanced its policy for determining an insignificant delay in payment. The Company’s previous policy for an insignificant delay in payment was two or fewer deferrals in a rolling twelve-month period, which was updated to be three or fewer deferrals in a rolling twelve-month period. Such 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 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 ~~increase in our allowance for credit losses~~information relating to modifications made to borrowers experiencing financial difficulty for the ~~three months ended September 30, 2022 was due~~periods indicated are as follows:


	As of and for the Three Months Ended September 30, 2023
	Principal Forgiveness, Interest Rate Reduction, & Term Extension				Interest Rate Reduction & Term Extension					Total
Dollars in thousands	Amortized Cost Basis		% of Net Finance Receivables		Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables
Small loans	$	17		—	$	831		0.2	%	$	848		0.2	%
Large loans		117		—		4,438		0.3	%		4,555		0.4	%
Total	$	134		—	$	5,269		0.3	%	$	5,403		0.3	%


	As of and for the Nine Months Ended September 30, 2023
	Principal Forgiveness, Interest Rate Reduction, & Term Extension				Interest Rate Reduction & Term Extension					Total
Dollars in thousands	Amortized Cost Basis		% of Net Finance Receivables		Amortized Cost Basis		% of Net Finance Receivables			Amortized Cost Basis		% of Net Finance Receivables
Small loans	$	34		—	$	2,196		0.5	%	$	2,230		0.5	%
Large loans		244		—		11,480		0.9	%		11,724		0.9	%
Total	$	278		—	$	13,676		0.8	%	$	13,954		0.8	%

The financial effects of the modifications made to the incremental increase in reserves of $8.2 million as a result of sequential portfolio growth and an increase of $4.1 million based on the macroeconomic model. The increase in our allowance for credit lossesborrowers experiencing financial difficulty for the ~~three months ended September 30, 2021 was primarily~~periods indicated are as follows:


	Three Months Ended September 30, 2023
Loan Modification	Product	Financial Effect
Principal forgiveness	Small loans	Reduced the amortized cost basis of the loans by $0.1 million.
	Large loans	Reduced the amortized cost basis of the loans by $0.3 million.
Interest rate reduction	Small loans	Reduced the weighted-average contractual interest rate by 12.7%.
	Large loans	Reduced the weighted-average contractual interest rate by 9.8%.
Term extension	Small loans	Added a weighted-average 1.3 years to the life of loans.
	Large loans	Added a weighted-average 1.3 years to the life of loans.


	Nine Months Ended September 30, 2023
Loan Modification	Product	Financial Effect
Principal forgiveness	Small loans	Reduced the amortized cost basis of the loans by $0.4 million.
	Large loans	Reduced the amortized cost basis of the loans by $0.8 million.
Interest rate reduction	Small loans	Reduced the weighted-average contractual interest rate by 13.3%.
	Large loans	Reduced the weighted-average contractual interest rate by 10.8%.
Term extension	Small loans	Added a weighted-average 1.3 years to the life of loans.
	Large loans	Added a weighted-average 1.4 years to the life of loans.

The following table provides the amortized cost basis for modifications made to borrowers experiencing financial difficulty on or after January 1, 2023 that subsequently defaulted. The Company defines payment default as 90 days past due ~~to the $10.7 million increase in reserves as a result of portfolio growth.~~

for this disclosure. The ~~increases in our allowance~~respective amounts for ~~credit losses~~each modification for the ~~nine months ended September 30, 2022 was due~~periods indicated are as follows:


	As of and for the Three Months Ended September 30, 2023
Dollars in thousands	Principal Forgiveness, Interest Rate Reduction, & Term Extension		Interest Rate Reduction & Term Extension		Total
Small loans	$	1	$	280	$	281
Large loans		—		1,059		1,059
Total	$	1	$	1,339	$	1,340


	As of and for the Nine Months Ended September 30, 2023
Dollars in thousands	Principal Forgiveness, Interest Rate Reduction, & Term Extension		Interest Rate Reduction & Term Extension		Total
Small loans	$	1	$	311	$	312
Large loans		—		1,123		1,123
Total	$	1	$	1,434	$	1,435

The contractual delinquencies of loans that were modified to ~~the incremental increase in reserves of $18.5 million as a result of portfolio growth and an increase of $2.0 million based~~borrowers experiencing financial difficulty on ~~the macroeconomic model. The increase in our allowance for credit losses~~or after January 1, 2023 for the ~~nine months ended September 30, 2021 was primarily due~~period indicated are as follows:


	September 30, 2023
Dollars in thousands	Current		30 - 89 Days Past Due		90+ Days Past Due		Total
Small loans	$	1,745	$	252	$	233	$	2,230
Large loans		9,753		1,146		825		11,724
Total	$	11,498	$	1,398	$	1,058	$	13,954

Prior to January 1, 2023, the ~~$15.0 million increase in reserves as a result of portfolio growth, mostly offset by a $14.9 million decrease based on the macroeconomic model.~~

As of September 30, 2022 and December 31, 2021, the allowance for credit losses included reserves associated with future macroeconomic impacts on credit losses of $19.0 million and $17.0 million, respectively. We may experience changes within our economic forecast, as well as changes to our credit loss performance outlook, both of which could lead to further changes in our allowance for credit losses and provision for credit losses.

~~The~~ Company ~~classifies~~classified a loan as a TDR finance receivable when the Company ~~modifies~~modified a loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and ~~grants~~granted a concession that it would not have otherwise ~~consider.~~considered.

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


	September 30, 2022
Dollars in thousands	TDR Net Finance Receivables		TDR Allowance for Credit Losses
Small loans	$	3,999	$	1,121
Large loans		16,379		4,473
Retail loans		44		15
Total	$	20,422	$	5,609

September 30, 2022

September 30, 2021

Dollars in thousands

TDR Net Finance Receivables

TDR Allowance for Credit Losses

TDR Net Finance Receivables

TDR Allowance for Credit Losses

Small loans

$
3,999

$
1,121

$
3,564

$
1,411

Large loans

16,379

4,473

13,390

4,215

Retail loans

44

15

63

20

Total

$
20,422

$
5,609

$
17,017

$
5,646

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


	Three Months Ended				Nine Months Ended
	September 30, 2022				September 30, 2022
Dollars in thousands	Number of Loans		TDR Net Finance Receivables (1)		Number of Loans		TDR Net Finance Receivables (1)
Small loans		1,124	$	2,101		2,633	$	4,990
Large loans		1,040		6,297		2,537		14,623
Retail loans		4		9		8		17
Total		2,168	$	8,407		5,178	$	19,630

Three Months Ended

September 30, 2022

September 30, 2021

Dollars in thousands

Number of Loans

TDR Net Finance Receivables (1)

Number of Loans

TDR Net Finance Receivables (1)

Small loans

1,124

$
2,101

511

$
1,008

Large loans

1,040

6,297

450

2,524

Retail loans

4

9

1

2

Total

2,168

$
8,407

962

$
3,534

Nine Months Ended

September 30, 2022

September 30, 2021

Dollars in thousands

Number of Loans

TDR Net Finance Receivables (1)

Number of Loans

TDR Net Finance Receivables (1)

Small loans

2,633

$
4,990

1,879

$
3,548

Large loans

2,537

14,623

1,535

8,045

Retail loans

8

17

6

10

Total

5,178

$
19,630

3,420

$
11,603

~~(1)~~

(1)

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

The restricted available-for-sale investments consist of U.S. Treasuries which are measured at fair ~~value.~~value and include accrued interest receivables of $0.1 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively. The investments consist of highly rated securities backed by the U.S. federal government. As a result, the Company has not recorded an allowance for credit losses related to the restricted available-for-sale investments. Changes in fair value are the result of recent increases in interest rates by the Federal Reserve that occurred after the purchase of the investments. ~~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 proceeds from sold ~~or matured~~ restricted available-for-sale investments for the periods indicated:

The Company had no gross realized gains or losses during the three and nine months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively. For additional information on the Company's restricted available-for-sale investments, see Note 8, "Disclosure About Fair Value of Financial Instruments."

~~The following table provides information regarding the offsetting of interest rate caps and cash collateral received or paid as of the periods indicated:~~

~~For additional information on the Company’s interest rate caps, see Note 8, “Disclosure About Fair Value of Financial Instruments.”~~

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


	September 30, 2023							December 31, 2022
Dollars in thousands	Debt		Unamortized Debt Issuance Costs (1)			Net Debt		Debt		Unamortized Debt Issuance Costs (1)			Net Debt
Senior revolving credit facility	$	131,325	$	(804	)	$	130,521	$	147,547	$	(1,104	)	$	146,443
RMR II revolving warehouse credit facility		—		—			—		189		—			189
RMR IV revolving warehouse credit facility		3,152		—			3,152		18,144		(338	)		17,806
RMR V revolving warehouse credit facility		26,628		—			26,628		286		—			286
RMR VI revolving warehouse credit facility		18,123		—			18,123		—		—			—
RMR VII revolving warehouse credit facility		4,327		—			4,327		—		—			—
RMIT 2020-1 securitization		180,214		—			180,214		180,214		(618	)		179,596
RMIT 2021-1 securitization		248,916		(353	)		248,563		248,916		(985	)		247,931
RMIT 2021-2 securitization		200,192		(1,213	)		198,979		200,192		(1,534	)		198,658
RMIT 2021-3 securitization		125,202		(942	)		124,260		125,202		(1,178	)		124,024
RMIT 2022-1 securitization		250,374		(1,204	)		249,170		250,374		(1,841	)		248,533
RMIT 2022-2B securitization		184,295		(1,131	)		183,164		184,295		(1,914	)		182,381
Total	$	1,372,748	$	(5,647	)	$	1,367,101	$	1,355,359	$	(9,512	)	$	1,345,847
Unused amount of revolving credit facilities (subject to borrowing base)	$	613,080						$	555,117

(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 $2.6 million and $1.3 million in such costs as of September 30, 2023 and December 31, 2022, respectively.

September 30, 2022

December 31, 2021

Dollars in thousands

Debt

Unamortized Debt Issuance Costs

Net Debt

Debt

Unamortized Debt Issuance Costs

Net Debt

Senior revolving credit facility

$
113,448

$
(1,045
)

$
112,403

$
112,065

$
(1,345
)

$
110,720

RMR II revolving warehouse credit facility

20,290

(928
)

19,362

52,469

(1,393
)

51,076

RMR IV revolving warehouse credit facility

37,130

(361
)

36,769

20,071

(531
)

19,540

RMR V revolving warehouse credit facility

65,273

(350
)

64,923

59,451

(516
)

58,935

RMIT 2019-1 securitization

—

—

—

109,373

(464
)

108,909

RMIT 2020-1 securitization

180,214

(824
)

179,390

180,214

(1,442
)

178,772

RMIT 2021-1 securitization

248,916

(1,196
)

247,720

248,916

(1,830
)

247,086

RMIT 2021-2 securitization

200,192

(1,641
)

198,551

200,192

(1,962
)

198,230

RMIT 2021-3 securitization

125,202

(1,248
)

123,954

125,202

(1,527
)

123,675

RMIT 2022-1 securitization

250,374

(2,054
)

248,320

—

—

—

Total

$
1,241,039

$
(9,647
)

$
1,231,392

$
1,107,953

$
(11,010
)

$
1,096,943

Unused amount of revolving credit facilities (subject to borrowing base)

$
565,039

$
556,812

Senior Revolving Credit Facility: In ~~December 2021,~~November 2022, the Company amended and restated its senior revolving credit facility to, among other things, decrease the availability under the facility from ~~$640~~$500 million to ~~$500 million and extend the maturity of the~~$420 million. The senior revolving credit facility ~~from~~ matures in ~~September 2022~~ to September 2024. Excluding the receivables held by the Company’s VIEs, the senior revolving credit facility is secured by substantially all of the Company’s finance receivables and equity interests of the majority of its subsidiaries. Advances on the senior revolving credit facility are capped at ~~83%~~83% of eligible finance receivables ~~(75%~~(77% of eligible finance receivables as of September 30, ~~2022)~~2023). As of September 30, 2022, the Company had $148.1 million of immediate availability to draw down cash under the facility and held $3.1 million in unrestricted cash. Borrowings under the facility bore interest, payable monthly, at rates equal to one-month LIBOR, with a LIBOR floor of 0.50%, plus a 3.00% margin. The effective interest rate was 6.14% as of September 30, 2022. The Company pays an unused line fee of 0.50%.

In September 2022, the Company amended and restated its senior revolving credit facility to replace LIBOR as the benchmark rate for the calculation of interest with a forward-looking term rate based on the secured overnight financing rate (“("SOFR”") or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a floor of not less than ~~0.50%~~0.50%, plus a 3.00% margin and a benchmark adjustment. The effective interest rate was 8.43% at

September 30, 2023. The Company pays an unused commitment fee between 0.50% and 1.00% based upon the average outstanding balance. As of September 30, 2023, the Company had $135.0 million of immediate available liquidity to draw down cash under the facility and held $7.4 million in unrestricted cash.

Variable Interest Entity Debt: As part of its overall funding strategy, the Company has transferred certain finance receivables to affiliated VIEs for asset-backed financing transactions, including securitizations. The following debt arrangements are issued by the Company’s wholly-owned, bankruptcy-remote SPEs, which are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary. The Company is considered to be the primary beneficiary because it has (i) power over the significant activities through its role as servicer of the finance receivables under each debt arrangement and (ii) the obligation to absorb losses or the right to receive returns that could be significant through the Company’s interest in the monthly residual cash flows of the SPEs.

These debts are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these finance receivables are remitted to restricted cash collection accounts, which totaled ~~$100.0~~$102.6 million and ~~$107.7~~$112.2 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Cash inflows from the finance receivables are distributed to the lenders/investors, the service providers, and/or the residual interest that the Company owns in accordance with a monthly contractual priority of payments. The SPEs pay a servicing fee to the Company, which is eliminated in consolidation. Distributions from the SPEs to the Company are permitted under the debt arrangements.

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

RMR II Revolving Warehouse Credit Facility: In April 2021, the Company and its wholly-owned SPE, Regional Management Receivables II, LLC (“RMR II”), amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR II to, among other things, extend the date at which the facility converts to an amortizing loan and the termination date to March 2023 and March 2024, respectively, decrease the total facility from ~~$125~~$125 million to ~~$75~~$75 million, increase the cap on facility advances from ~~80%~~80% to ~~83%~~83% of eligible finance receivables, and increase the rate at which borrowings under the facility bore interest, payable monthly, at a rate equal to three-month LIBOR, with a LIBOR floor of ~~0.25%~~0.25%, plus a blended margin of ~~2.35% (2.15%~~2.35% (2.15% prior to the April 2021 amendment). 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 II. RMR II had $30.0 million of immediate availability to draw down cash under the facility and held $0.6 million in restricted cash reserves as of September 30, 2022 to satisfy provisions of the credit agreement. The effective interest rate was 6.10% as of September 30, 2022. RMR II pays an unused commitment fee between 0.35% and 0.85% based upon the average daily utilization of the facility.

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

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

RMR IV Revolving Warehouse Credit Facility: In April 2021, the Company and its wholly-owned SPE, Regional Management Receivables IV, LLC (“RMR IV”), entered into a credit agreement that provides for a ~~$125~~$125 million revolving warehouse credit facility to RMR IV. The facility ~~converts~~was to convert to an amortizing loan in April 2023 and ~~terminates~~terminate in April ~~2024.~~2024. In April and May 2023, the Company and its wholly-owned SPE, 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 81% of eligible finance receivables. RMR IV held $0.5 million in restricted cash~~

reserves as of September 30, 2022 to satisfy provisions of the credit agreement. Borrowings under the facility bore interest, payable monthly, at a rate equal to one-month LIBOR, plus a margin of 2.35%. The effective interest rate was 5.49% as of September 30, 2022. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility.

In September 2022, the Company ~~and its wholly-owned SPE,~~ RMR IV amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR IV to replace LIBOR as the benchmark rate for calculation of interest rate with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a margin of 2.35% and a benchmark adjustment. The effective interest rate was 8.23% as of September 30, 2023. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. RMR IV had $18.3 million of immediate availability to draw down cash under the facility and held $0.3 million in restricted cash reserves as of September 30, 2023 to satisfy provisions of the credit agreement.

RMR V Revolving Warehouse Credit Facility: In ~~April 2021,~~September 2022, the Company and its ~~wholly-owned~~wholly owned SPE, Regional Management Receivables V, LLC (“RMR V”), ~~entered into a~~amended and restated the credit agreement that provides for a ~~$100~~$100 million revolving warehouse

credit facility to RMR ~~V. Following an amendment in September 2022,~~V to extend the date at which the facility converts to an amortizing loan in and the termination date to November 2022 and ~~terminates in~~ November 2023, respectively (October 2022 and October 2023, respectively, prior to the September 2022 amendment). Following a subsequent amendment in November 2022, the amortizing loan conversion date and termination date were extended to November 2024 and November 2025, respectively. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR V. Advances on the facility are capped at ~~80%~~80% of eligible finance receivables. ~~RMR V held $0.8 million in restricted cash reserves as of September 30, 2022 to satisfy provisions of the credit agreement.~~ Borrowings under the facility bear interest, payable monthly, at a per annum rate, which in the case of a conduit lender is the commercial paper rate, plus a margin of ~~2.20%~~2.75% (2.20% prior to the November 2022 amendment). The effective interest rate was ~~5.28%~~8.31% as of September 30, ~~2022.~~2023. RMR V pays an unused commitment fee between ~~0.45%~~0.45% and ~~0.75%~~0.75% based upon the average daily utilization of the facility. RMR V had $18.6 million of immediate availability to draw down cash under the facility and held $.0.6 million in restricted cash reserves as of September 30, 2023 to satisfy provisions of the credit agreement.

RMR VI Revolving Warehouse Credit Facility: In February 2023, the Company and its wholly-owned SPE, Regional Management Receivables VI, LLC (“RMR VI”), entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VI. The facility converts to an amortizing loan in February 2025 and terminates in February 2026. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR VI. Advances on the facility are capped at 80% of eligible finance receivables.Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 0.10% per annum, (ii) a margin of 2.50%, and (iii) the applicable step-up margin (0.00% during the revolving period). The effective interest rate was 7.93% as of September 30, 2023. RMR VI pays a monthly unused commitment fee of 0.50%. RMR VI had no immediate availability to draw down cash under the facility and held $0.2 million in restricted cash reserves as of September 30, 2023 to satisfy provisions of the credit agreement.

RMR VII Revolving Warehouse Credit Facility: In April 2023, the Company and its wholly-owned SPE, Regional Management Receivables VII, LLC (“RMR VII”), entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VII. The facility converts to an amortizing loan in October 2024 and terminates in October 2025. The debt 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.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 September 30, 2023. 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 September 30, 2023 to satisfy provisions of the credit agreement.

RMIT 2020-1 Securitization: In September 2020, the Company, its wholly-owned SPE, Regional Management Receivables III, LLC (“RMR III”), and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2020-1 (“RMIT 2020-1”), completed a private offering and sale of ~~$180~~$180 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2020-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2020-1. The notes ~~have~~had a revolving period ending in September 2023, with a final maturity date in October ~~2030.~~2030. RMIT 2020-1 held ~~$1.9~~$1.9 million in restricted cash reserves as of September 30, ~~2022~~2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2020-1 securitization bear interest, payable monthly, at an effective interest rate of ~~2.85%~~2.85% as of September 30, ~~2022.~~ 2023. Prior to maturity in October 2030, the Company may redeem the notes in full, but not in ~~part, at its option on any business day on or after the payment date occurring in October 2023.~~part. No payments of principal of the notes ~~will be~~were made during the revolving ~~period.~~period.

RMIT 2021-1 Securitization: In February 2021, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2021-1 (“RMIT 2021-1”), completed a private offering and sale of ~~$249~~$249 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-1. The notes have a revolving period ending in February 2024, with a final maturity date in March ~~2031.~~2031. RMIT 2021-1 held ~~$2.6~~$2.6 million in restricted cash reserves as of September 30, ~~2022~~2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-1 securitization bear interest, payable monthly, at an effective interest rate of ~~2.08%~~2.08% as of September 30, ~~2022.~~ 2023. Prior to maturity in March 2031, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in March 2024. No payments of principal of the notes will be made during the revolving ~~period.~~period.

RMIT 2021-2 Securitization: In July 2021, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2021-2 (“RMIT 2021-2”), completed a private offering and sale of ~~$200~~$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.~~ 2033. RMIT 2021-2 held ~~$2.1~~$2.1 million in restricted cash reserves as of September 30, ~~2022~~2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-2 securitization bear interest, payable monthly, at an effective interest rate of ~~2.30%~~2.30% as of September 30, ~~2022.~~2023. Prior to maturity in August 2033, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in August 2026. No payments of principal of the notes will be made during the revolving period.

RMIT 2021-3 Securitization: In October 2021, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2021-3 (“RMIT 2021-3”), completed a private offering and sale of ~~$125~~$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.~~ 2033. RMIT 2021-3 held ~~$1.5~~$1.5 million in restricted cash reserves as of September 30, ~~2022~~2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-3 securitization bear interest, payable monthly, at an effective interest rate of ~~3.88%~~3.88% as of September 30, ~~2022.~~2023. Prior to maturity in October 2033, the Company may redeem the notes in full, but not in part, at its option on any business day on or after the payment date occurring in October 2024. No payments of principal of the notes will be made during the revolving period.

RMIT 2022-1 Securitization: In February 2022, the Company, its wholly-owned SPE, RMR III, and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2022-1 (“RMIT 2022-1”), completed a private offering and sale of ~~$250~~$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.~~2032. RMIT 2022-1 held ~~$2.6~~$2.6 million in restricted cash reserves as of September 30, ~~2022~~2023 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2022-1 securitization bear interest, payable monthly, at an effective interest rate of ~~3.59%~~3.59% as of September 30, ~~2022.~~ 2023. Prior to maturity in March 2032, the Company may redeem the notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in March 2025. No payments of principal of the notes will be made during the revolving period.

~~See Note 13, “Subsequent Events,” for information regarding~~RMIT 2022-2B Securitization: In October 2022, the ~~completion of~~Company, its wholly-owned SPE, RMR III, and its indirect wholly-owned SPE, Regional Management Issuance Trust 2022-2B (“RMIT 2022-2B”), completed a private offering and sale of ~~$200~~$200 million of asset-backed ~~notes following the end~~notes. The transaction consisted of the ~~fiscal quarter.~~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 September 30, 2023 to satisfy provisions of the transaction documents. Borrowings under the sold notes bear interest, payable monthly, at an effective interest rate of 7.51% as of September 30, 2023. The $16.3 million class of the fixed-rate, asset-backed notes was retained by RMR III on the closing date but may be sold in whole or in part. Prior to maturity in November 2031, the Company may redeem the notes in full, but not in part, at its option on any note payment date on or after the payment date occurring in November 2024. No payments of principal of the notes will be made during the revolving period.

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 September 30, ~~2022,~~2023, the Company was in compliance with all debt covenants.

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

~~Options to purchase 0.2 million and 12 thousand~~The Company excluded outstanding shares of common stock ~~were outstanding during~~totaling 0.3 million and 0.2 million for the three months ended September 30, 2023 and 2022, respectively, and 0.4 million and 0.2 million for the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively, ~~but were not included in~~from the computation of diluted earnings per share because they were anti-dilutive. These anti-dilutive awards include Non-Qualified Stock Options, Restricted Stock Awards, Performance-Contingent Restricted Stock Units, and Performance Restricted Stock Units.

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

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

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

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

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

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

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

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

~~RMIT 2022-2B Securitization: In October 2022, the Company, its wholly-owned SPE, RMR III, and its indirect wholly-owned SPE, Regional Management Issuance Trust 2022-2B (“RMIT 2022-2B~~”), completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of three classes of fixed-rate, asset-backed notes by RMIT 2022-2B. The asset-backed notes were secured by finance receivables and other related assets that RMR III purchased from the Company and have a revolving period ending in October 2024, with a final maturity date in November 2031. RMR III sold two classes of the asset-backed notes and transferred them to RMIT 2022-2B. Borrowings under the sold notes bear interest, payable monthly, at a weighted-average rate of 7.51%. The remaining 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.

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. These discussions contain forward-looking statements that reflect our current expectations and that include, but are not limited to, statements concerning our strategies, future operations, future financial position, future revenues, projected costs, expectations regarding demand and acceptance for our financial products, growth opportunities and trends in the market in which we operate, prospects, and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “predicts,” “will,” “would,” “should,” “could,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements involve risks and uncertainties that could cause actual results, events, and/or performance to differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements. Such risks and uncertainties include, without limitation, the risks set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (which was filed with the SEC on ~~March 4, 2022)~~February 24, 2023), our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2022~~2023 (which was filed with the SEC on May ~~6, 2022)~~5, 2023), our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, ~~2022~~2023 (which was filed with the SEC on August ~~5, 2022)~~4, 2023), and this Quarterly Report on Form 10-Q. ~~The macroeconomic environment, including the COVID-19 pandemic, may also magnify many of these risks and uncertainties.~~ The forward-looking information we have provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update or revise such statements, except as required by the federal securities laws.

We are a diversified consumer finance company that provides installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other lenders. As of September 30, ~~2022,~~2023, we operate under the name “Regional Finance” online and in ~~338~~347 branch locations in 1719 states across the United States, serving ~~505,700~~530,400 active accounts. Most of our loan products are secured, and each is structured on a fixed-rate, fixed-term basis with fully amortizing equal monthly installment payments, repayable at any time without penalty. We source our loans through our omni-channel platform, which includes our branches, centrally-managed direct mail campaigns, digital partners, ~~retailers,~~ and our consumer website. We operate an integrated branch model in which nearly all loans, regardless of origination channel, are serviced through our branch ~~network.~~network with the support of centralized sales, underwriting, service, collections, and administrative teams. This model provides us with frequent contact with our customers, which we believe improves our credit performance and customer loyalty. Our goal is to consistently grow our finance receivables and to soundly manage our portfolio risk, while providing our customers with attractive and easy-to-understand loan products that serve their varied financial needs.

•

OptionalInsurance Products – We offer optional payment and ~~retail installment loans:~~

collateral protection insurance to our direct loan customers.

•

~~Small Loans (≤$2,500)~~ – As of September 30, 2022, we had 292.0 thousand small installment loans outstanding, representing $480.2 million in net finance receivables. This included 156.2 thousand small loan convenience checks, representing $223.4 million in net finance receivables.

•

~~Large Loans (>$2,500)~~ – As of September 30, 2022, we had 207.9 thousand large installment loans outstanding, representing $1.1 billion in net finance receivables. This included 25.2 thousand large loan convenience checks, representing $81.7 million in net finance receivables.

•

~~Retail Loans~~ ~~– As of September 30, 2022, we had 5.8 thousand retail purchase loans outstanding, representing $10.9 million in net finance receivables.~~

•

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

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

3133

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., ~~and the COVID-19 pandemic,~~ may affect our business, liquidity, financial condition, and results of operations.

The COVID-19 pandemic has resulted in economic disruption and uncertainty. At the beginning of the pandemic, during the second quarter of 2020, we experienced a decrease in demand. Since that time, our loan growth has steadily increased. Our net finance receivables were $1.6 billion at September 30, 2022, $293.4 million higher than at September 30, 2021. However, future consumer demand remains subject to the uncertainty surrounding the duration and nature of the pandemic going forward. The extent to which the pandemic will ultimately impact our business and financial condition will depend on future events that are difficult to forecast, including, but not limited to, the number and severity of variant strains of the virus and waves of outbreak, the success of actions taken to contain, treat, and prevent the spread of the virus, and the speed at which normal economic and operating conditions return and are sustained.

Current inflationary pressures and rising interest rates have created economic ~~uncertainty and diminished consumer confidence.~~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 principally focused on tightening certain higher-risk, higher-rate customer segments that have been particularly adversely impacted by a more challenging economic environment. ~~Earlier this year, we eliminated one higher-risk, higher-rate digital affiliate and two higher-risk, higher-rate segments within our direct mail program. Loans originated~~We have maintained such tightening through the ~~eliminated affiliate and direct mail segments contributed 30 basis points to our contractual delinquency rate as~~first nine months of September 30, 2022, and 60 basis points to our net credit loss rate in the third quarter, despite only representing 1.9% of our total portfolio as of quarter-end. Our remaining portfolio continues to perform well considering the current environment, with delinquency and net credit loss rates just above pre-pandemic levels.2023.

~~In addition, legislation and rulemaking issued or under consideration include proposals to require disclosure of environmental, social, and governance (“ESG~~”) metrics and risks, such as the March 2022 proposal by the Securities and Exchange Commission to enhance and standardize climate-related disclosures. The potential impact of these or other ESG-related legislation or regulations on our business remains uncertain.

Our allowance for credit losses was ~~11.2%~~10.6% of net finance receivables as of September 30, ~~2022, and held $19.0 million of reserves associated with estimated future macroeconomic impacts on credit losses.~~2023. Our contractual delinquency as a percentage of net finance receivables was 7.3% as of September 30, 2023, up from 7.2% as of September 30, ~~2022, up from 4.7%~~ ~~as of September 30, 2021, and up from the pre-pandemic level of 6.5% as of September 30, 2019.~~2022. Going forward, we may experience changes to the macroeconomic assumptions within our forecast and ~~changes~~ to our credit loss performance outlook, ~~both~~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 September 30, ~~2022,~~2023, we had ~~$181.2~~$179.2 million of available liquidity, comprised of unrestricted cash on hand and immediate availability to draw down cash from our revolving credit ~~facilities, and immediate availability to draw down on our warehouse credit~~ facilities. In addition, we had ~~$565.0~~$613.1 million of unused capacity on our revolving credit facilities (subject to the borrowing base) as of September 30, ~~2022.~~2023. We believe our liquidity position provides substantial runway to ~~fund our growth initiatives and to~~ support the fundamental operations of our ~~business.~~business and to fund future growth.

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

Factors Affecting Our Results of Operations

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

Quarterly Information and Seasonality. Our loan volume and contractual delinquency follow seasonal trends. Demand for our loans is typically highest during the second, third, and fourth quarters, which we believe is largely due to customers borrowing money for vacation, back-to-school, and holiday spending. Loan demand has generally been the lowest during the first quarter,

which we believe is largely due to the timing of income tax refunds. Delinquencies generally reach their lowest point in the first half of the year and rise in the second half of the year. Changes in quarterly growth or liquidation could result in larger allowance for credit loss releases in periods of portfolio liquidation and larger provisions for credit losses in periods of portfolio growth. Consequently, we experience seasonal fluctuations in our operating results. However, changes in macroeconomic factors, including inflation, rising interest rates, and geopolitical conflict, have impacted our typical seasonal trends for loan volume and delinquency.

Growth in Loan Portfolio. The revenue that we derive from interest and fees is largely driven by the balance of loans that we originate. Average net finance receivables were ~~$1.5~~$1.7 billion for the first nine months of ~~2022~~2023 and ~~$1.2~~$1.5 billion for the prior-year period. We source our loans through our branches, centrally managed direct mail program, ~~retail partners,~~ 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 growing our state footprint allows us to increase the number of customers ~~that~~ we are able to serve. We grew our state footprint from 1318 to 1719 states ~~during the nine months ended September 30, 2022, opening~~in March 2023, expanding our ~~first branches in Mississippi, Indiana, California, and Louisiana. We plan expansion into one or two new states over the next four months.~~operations to Arizona. We continue to assess our legacy branch network for clear opportunities to consolidate operations into larger branches within close geographic proximity. This branch optimization is consistent with our omni-channel strategy and builds upon our recent successes in entering new states with a lighter branch footprint, while still providing customers with best-in-class service. We plan to add additional branches in new and existing states where it is favorable for us to conduct business.

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

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

The primary underlying factors driving the provision for credit losses for each loan type are our underwriting standards, delinquency trends, the general economic conditions in the areas in which we conduct business, loan portfolio growth, and the

effectiveness of our servicing and collection efforts. We monitor these factors, and the amount and past due status of all loans, to identify trends that might require us to modify the allowance for credit losses.

Interest Rates. Our costs of funds are affected by changes in interest rates, as the interest rates that we pay on certain of our credit facilities are variable. As a component of our strategy to manage the interest rate risk associated with future interest payments on our variable-rate debt, ~~we had purchased interest~~a majority of our funding was held at a fixed rate ~~cap contracts. See Note 5, “Interest Rate Caps”~~as of ~~the Notes to the Consolidated Financial Statements in Part 1, Item 1, “Financial Statements,” for additional information on the Company’s interest rate caps.~~September 30, 2023, representing 87% of total debt.

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

Components of Results of Operations

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

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

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

office or branch administrative costs associated with management of insurance operations, management of our captive insurance company, marketing and selling insurance products, legal and compliance review, or internal audits.

As reinsurer, we maintain restricted reserves comprised of restricted cash and restricted available-for-sale investments for life insurance claims in an amount determined by the unaffiliated insurance company. As of September 30, ~~2022,~~2023, the restricted ~~cash balance for these~~ reserves ~~was $1.4 million.~~consisted of $21.7 million of unearned premium reserves and $1.1 million of unpaid claims reserves. The unaffiliated insurance company maintains the reserves for non-life claims.

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

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

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

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

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

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

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

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

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

Results of Operations

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


	3Q 22					3Q 21					YTD 22					YTD 21					3Q 23					3Q 22					YTD 23					YTD 22
Dollars in thousands	Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables			Amount		% of Average Net Finance Receivables
Revenue
Interest and fee income	$	116,020		29.6	%	$	99,355		32.0	%	$	333,422		29.8	%	$	275,427		31.6	%	$	125,018		29.0	%	$	116,020		29.6	%	$	363,508		28.6	%	$	333,422		29.8	%
Insurance income, net		11,987		3.1	%		9,418		3.0	%		32,751		2.9	%		26,059		3.0	%		11,382		2.6	%		11,987		3.1	%		33,544		2.6	%		32,751		2.9	%
Other income		3,445		0.9	%		2,687		0.9	%		8,998		0.8	%		7,381		0.8	%		4,478		1.1	%		3,445		0.9	%		12,688		1.0	%		8,998		0.8	%
Total revenue		131,452		33.6	%		111,460		35.9	%		375,171		33.5	%		308,867		35.4	%		140,878		32.7	%		131,452		33.6	%		409,740		32.2	%		375,171		33.5	%
Expenses
Provision for credit losses		48,071		12.3	%		26,096		8.4	%		124,329		11.1	%		58,007		6.6	%		50,930		11.8	%		48,071		12.3	%		151,149		11.9	%		124,329		11.1	%

Personnel		36,979		9.4	%		29,299		9.4	%		106,574		9.5	%		86,520		9.9	%		39,832		9.3	%		36,979		9.4	%		114,848		9.0	%		106,574		9.5	%
Occupancy		5,848		1.5	%		6,027		1.9	%		17,812		1.6	%		17,615		2.0	%		6,315		1.5	%		5,848		1.5	%		18,761		1.5	%		17,812		1.6	%
Marketing		3,940		1.0	%		2,488		0.8	%		11,139		1.0	%		9,974		1.1	%		4,077		0.9	%		3,940		1.0	%		11,300		0.9	%		11,139		1.0	%
Other		11,397		3.0	%		9,936		3.3	%		31,860		2.9	%		25,873		3.0	%		11,880		2.7	%		11,397		3.0	%		33,414		2.6	%		31,860		2.9	%
Total general and administrative		58,164		14.9	%		47,750		15.4	%		167,385		15.0	%		139,982		16.0	%		62,104		14.4	%		58,164		14.9	%		178,323		14.0	%		167,385		15.0	%

Interest expense		11,863		3.0	%		8,816		2.8	%		19,368		1.7	%		23,752		2.8	%		16,947		4.0	%		11,863		3.0	%		49,953		3.9	%		19,368		1.7	%
Income before income taxes		13,354		3.4	%		28,798		9.3	%		64,089		5.7	%		87,126		10.0	%		10,897		2.5	%		13,354		3.4	%		30,315		2.4	%		64,089		5.7	%
Income taxes		3,286		0.8	%		6,577		2.1	%		15,256		1.3	%		19,217		2.2	%		2,077		0.5	%		3,286		0.8	%		6,783		0.6	%		15,256		1.3	%
Net income	$	10,068		2.6	%	$	22,221		7.2	%	$	48,833		4.4	%	$	67,909		7.8	%	$	8,820		2.0	%	$	10,068		2.6	%	$	23,532		1.8	%	$	48,833		4.4	%

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

3536

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


	Income Statement Quarterly Trend																	Income Statement Quarterly Trend
In thousands, except per share amounts	3Q 21		4Q 21		1Q 22			2Q 22		3Q 22		QoQ $ B(W)			YoY $ B(W)			3Q 22			4Q 22			1Q 23			2Q 23			3Q 23			QoQ $ B(W)			YoY $ B(W)
Revenue
Interest and fee income	$	99,355	$	107,117	$	107,631		$	109,771	$	116,020	$	6,249		$	16,665		$	116,020		$	117,432		$	120,407		$	118,083		$	125,018		$	6,935		$	8,998
Insurance income, net		9,418		9,423		10,544			10,220		11,987		1,767			2,569			11,987			10,751			10,959			11,203			11,382			179			(605	)
Other income		2,687		2,944		2,673			2,880		3,445		565			758			3,445			3,833			4,012			4,198			4,478			280			1,033
Total revenue		111,460		119,484		120,848			122,871		131,452		8,581			19,992			131,452			132,016			135,378			133,484			140,878			7,394			9,426
Expenses
Provision for credit losses		26,096		31,008		30,858			45,400		48,071		(2,671	)		(21,975	)		48,071			60,786			47,668			52,551			50,930			1,621			(2,859	)

Personnel		29,299		33,313		35,654			33,941		36,979		(3,038	)		(7,680	)		36,979			34,669			38,597			36,419			39,832			(3,413	)		(2,853	)
Occupancy		6,027		6,511		5,808			6,156		5,848		308			179			5,848			5,997			6,288			6,158			6,315			(157	)		(467	)
Marketing		2,488		4,431		3,091			4,108		3,940		168			(1,452	)		3,940			4,239			3,379			3,844			4,077			(233	)		(137	)
Other		9,936		11,277		10,547			9,916		11,397		(1,481	)		(1,461	)		11,397			10,238			11,059			10,475			11,880			(1,405	)		(483	)
Total general and administrative		47,750		55,532		55,100			54,121		58,164		(4,043	)		(10,414	)		58,164			55,143			59,323			56,896			62,104			(5,208	)		(3,940	)

Interest expense		8,816		7,597		(59	)		7,564		11,863		(4,299	)		(3,047	)		11,863			14,855			16,782			16,224			16,947			(723	)		(5,084	)
Income before income taxes		28,798		25,347		34,949			15,786		13,354		(2,432	)		(15,444	)		13,354			1,232			11,605			7,813			10,897			3,084			(2,457	)
Income taxes		6,577		4,569		8,166			3,804		3,286		518			3,291			3,286			(1,159	)		2,916			1,790			2,077			(287	)		1,209
Net income	$	22,221	$	20,778	$	26,783		$	11,982	$	10,068	$	(1,914	)	$	(12,153	)	$	10,068		$	2,391		$	8,689		$	6,023		$	8,820		$	2,797		$	(1,248	)
Net income per common share:
Basic	$	2.25	$	2.18	$	2.81		$	1.29	$	1.09	$	(0.20	)	$	(1.16	)	$	1.09		$	0.26		$	0.93		$	0.64		$	0.94		$	0.30		$	(0.15	)
Diluted	$	2.11	$	2.04	$	2.67		$	1.24	$	1.06	$	(0.18	)	$	(1.05	)	$	1.06		$	0.25		$	0.90		$	0.63		$	0.91		$	0.28		$	(0.15	)
Weighted-average shares outstanding:
Basic		9,861		9,545		9,533			9,261		9,195		66			666			9,195			9,199			9,325			9,399			9,429			(30	)		(234	)
Diluted		10,544		10,177		10,022			9,669		9,526		143			1,018			9,526			9,411			9,622			9,566			9,650			(84	)		(124	)

																		Balance Sheet Quarterly Trend
Dollars in thousands																		3Q 22			4Q 22			1Q 23			2Q 23			3Q 23			QoQ $ Inc (Dec)			YoY $ Inc (Dec)
Total assets																		$	1,606,550		$	1,724,987		$	1,701,114		$	1,723,616		$	1,765,340		$	41,724		$	158,790
Net finance receivables																		$	1,607,598		$	1,699,393		$	1,676,230		$	1,688,937		$	1,751,009		$	62,072		$	143,411
Allowance for credit losses																		$	179,800		$	178,800		$	183,800		$	181,400		$	184,900		$	3,500		$	5,100
Debt																		$	1,241,039		$	1,355,359		$	1,329,677		$	1,344,855		$	1,372,748		$	27,893		$	131,709

																		Other Key Metrics Quarterly Trend
																		3Q 22			4Q 22			1Q 23			2Q 23			3Q 23			QoQ Inc (Dec)			YoY Inc (Dec)
Interest and fee yield (annualized)																			29.6	%		28.5	%		28.5	%		28.2	%		29.0	%		0.8	%		(0.6	)%
Efficiency ratio (1)																			44.2	%		41.8	%		43.8	%		42.6	%		44.1	%		1.5	%		(0.1	)%
Operating expense ratio (2)																			14.9	%		13.4	%		14.0	%		13.6	%		14.4	%		0.8	%		(0.5	)%
30+ contractual delinquency																			7.2	%		7.1	%		7.2	%		6.9	%		7.3	%		0.4	%		0.1	%
Net credit loss ratio (3)																			9.1	%		15.0	%		10.1	%		13.1	%		11.0	%		(2.1	)%		1.9	%
Book value per share																		$	32.18		$	32.41		$	33.06		$	32.71		$	33.61		$	0.90		$	1.43

Balance Sheet Quarterly Trend

Dollars in thousands

3Q 21

4Q 21

1Q 22

2Q 22

3Q 22

QoQ $
Inc (Dec)

YoY $
Inc (Dec)

Total assets

$
1,313,558

$
1,459,662

$
1,497,671

$
1,547,944

$
1,606,550

$
58,606

$
292,992

Net finance receivables

$
1,314,233

$
1,426,257

$
1,446,071

$
1,525,659

$
1,607,598

$
81,939

$
293,365

Allowance for credit losses

$
150,100

$
159,300

$
158,800

$
167,500

$
179,800

$
12,300

$
29,700

Debt

$
978,803

$
1,107,953

$
1,134,377

$
1,194,570

$
1,241,039

$
46,469

$
262,236

Other Key Metrics Quarterly Trend

3Q 21

4Q 21

1Q 22

2Q 22

3Q 22

QoQ
Inc (Dec)

YoY
Inc (Dec)

Interest and fee yield (annualized)

32.0
%

31.4
%

30.0
%

29.8
%

29.6
%

(0.2
)%

(2.4
)%
Efficiency ratio (1)

42.8
%

46.5
%

45.6
%

44.0
%

44.2
%

0.2
%

1.4
%
Operating expense ratio (2)

15.4
%

16.3
%

15.4
%

14.7
%

14.9
%

0.2
%

(0.5
)%
30+ contractual delinquency

4.7
%

6.0
%

5.7
%

6.2
%

7.2
%

1.0
%

2.5
%
Net credit loss ratio (3)

5.0
%

6.4
%

8.7
%

10.0
%

9.1
%

(0.9
)%

4.1
%
Book value per share

$
27.73

$
28.89

$
30.47

$
31.15

$
32.18

$
1.03

$
4.45

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

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

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

3637

Comparison of September 30, ~~2022,~~2023, Versus September 30, ~~2021~~2022

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

•

Small Loans (≤$2,500) – Small loans outstanding decreased by $6.0 million, or 1.3%, to $474.2 million at September 30, 2023, from $480.2 million at September 30, 2022. The decrease was due to credit tightening for disciplined growth and the transition of small loan customers to large loans, partially offset by the growth of receivables in branches opened during 2022 and the nine months ended September 30, 2023.

•

Large Loans (>$2,500) – Large loans outstanding increased by $155.4 million, or 13.9%, to $1.3 billion at September 30, 2023, from $1.1 billion at September 30, 2022. The increase was due to the growth of receivables in branches opened during 2022 and the nine months ended September 30, 2023, and from the transition of small loan customers to large loans, partially offset by credit tightening for disciplined growth.

•

Retail Loans – Retail loans outstanding decreased $6.0 million, or 54.9%, to $4.9 million at September 30, 2023, from $10.9 million at September 30, 2022. We ceased accepting applications for our retail loan product offering as of November 2022 to focus on growing our core loan portfolio.


	Net Finance Receivables
Dollars in thousands	3Q 23		3Q 22		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	474,181	$	480,199	$	(6,018	)		(1.3	)%
Large loans		1,271,891		1,116,455		155,436			13.9	%
Retail loans		4,937		10,944		(6,007	)		(54.9	)%
Total net finance receivables	$	1,751,009	$	1,607,598	$	143,411			8.9	%
Number of branches at period end		347		338		9			2.7	%
Net finance receivables per branch	$	5,046	$	4,756	$	290			6.1	%

•

~~Small Loans (≤$2,500)~~ – Small loans outstanding increased by $60.6 million, or 14.4%, to $480.2 million at September 30, 2022, from $419.6 million at September 30, 2021. The increase was due to new growth initiatives, improved customer loan demand, and increased marketing, partially offset by the transition of small loan customers to large loans.

•

~~Large Loans (>$2,500)~~ – Large loans outstanding increased by $232.2 million, or 26.3%, to $1.1 billion at September 30, 2022, from $884.3 million at September 30, 2021. The increase was due to new growth initiatives, improved customer loan demand, increased marketing, and the transition of small loan customers to large loans.

•

~~Retail Loans~~ – Retail loans outstanding increased $0.6 million, or 5.6%, to $10.9 million at September 30, 2022, from $10.4 million at September 30, 2021. We will cease originating retail loans as of November 2022 to focus on growing our core loan portfolio.

Net Finance Receivables by Product

Dollars in thousands

3Q 22

3Q 21

YoY $
Inc (Dec)

YoY %
Inc (Dec)

Small loans

$
480,199

$
419,602

$
60,597

14.4
%
Large loans

1,116,455

884,271

232,184

26.3
%
Retail loans

10,944

10,360

584

5.6
%
Total net finance receivables

$
1,607,598

$
1,314,233

$
293,365

22.3
%

Number of branches at period end

338

372

(34
)

(9.1
)%
Net finance receivables per branch

$
4,756

$
3,533

$
1,223

34.6
%

Comparison of the Three Months Ended September 30, ~~2022,~~2023, Versus the Three Months Ended September 30, ~~2021~~2022

Net Income. Net income decreased ~~$12.2~~$1.2 million, or ~~54.7%~~12.4%, to ~~$10.1~~$8.8 million during the three months ended September 30, ~~2022,~~2023, from ~~$22.2~~$10.1 million during the prior-year period. The decrease was due to an increase in ~~provision for credit losses~~interest expense of ~~$22.0~~$5.1 million, an increase in general and administrative expenses of ~~$10.4~~$3.9 million, and an increase in ~~interest expense~~provision for credit losses of ~~$3.0~~$2.9 million, partially offset by an increase in revenue of ~~$20.0~~$9.4 million and a decrease in income taxes of ~~$3.3~~$1.2 million.

Revenue. Total revenue increased ~~$20.0~~$9.4 million, or ~~17.9%~~7.2%, to ~~$131.5~~$140.9 million during the three months ended September 30, ~~2022,~~2023, from ~~$111.5~~$131.5 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 ~~$16.7~~$9.0 million, or ~~16.8%~~7.8%, to ~~$116.0~~$125.0 million during the three months ended September 30, ~~2022,~~2023, from ~~$99.4~~$116.0 million during the prior-year period. The increase was primarily due to a ~~26.1%~~10.0% increase in average net finance receivables, partially offset by a ~~2.4%~~0.6% decrease in annualized average yield. The decrease in yield was due to continued mix shift towards larger, higher-quality loans and the credit impact from macroeconomic conditions on revenue reversals and non-accrual loans, partially offset by price increases.

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


	Average Net Finance Receivables for the Three Months Ended							Average Yields for the Three Months Ended (1)
Dollars in thousands	3Q 23		3Q 22		YoY % Inc (Dec)			3Q 23			3Q 22			YoY % Inc (Dec)
Small loans	$	459,320	$	466,087		(1.5	)%		36.6	%		35.5	%		1.1	%
Large loans		1,257,168		1,089,225		15.4	%		26.3	%		27.2	%		(0.9	)%
Retail loans		5,647		10,935		(48.4	)%		16.9	%		18.5	%		(1.6	)%
Total interest and fee yield	$	1,722,135	$	1,566,247		10.0	%		29.0	%		29.6	%		(0.6	)%

Average Net Finance Receivables for the
Three Months Ended

Average Yields for the
Three Months Ended (1)

Dollars in thousands

3Q 22

3Q 21

YoY %
Inc (Dec)

3Q 22

3Q 21

YoY %
Inc (Dec)

Small loans

$
466,087

$
394,888

18.0
%

35.5
%

38.9
%

(3.4
)%
Large loans

1,089,225

836,506

30.2
%

27.2
%

28.9
%

(1.7
)%
Retail loans

10,935

10,291

6.3
%

18.5
%

18.8
%

(0.3
)%
Total interest and fee yield

$
1,566,247

$
1,241,685

26.1
%

29.6
%

32.0
%

(2.4
)%

(1)

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

Small and large loan yields decreased 3.4% and 1.7%, respectively, compared to the prior-year period primarily due to normalization of credit performance across the portfolio and our portfolio composition shift toward higher credit quality customers with lower interest rates.

Total originations ~~decreased~~increased to ~~$418.7~~$425.1 million during the three months ended September 30, ~~2022,~~2023, from ~~$420.7~~$418.7 million during the prior-year period. Quarterly origination volume was ~~comparable to~~higher than the prior-year period ~~despite recent credit tightening~~

~~actions~~due to selective growth programs concentrated on present and ~~the re-allocation of labor to collections, both of which impacted origination levels in the quarter.~~former borrowers. The following table represents the principal balance of loans originated and refinanced:


	Loans Originated for the Three Months Ended										Loans Originated for the Three Months Ended									��
Dollars in thousands	3Q 22		3Q 21		YoY $ Inc (Dec)			YoY % Inc (Dec)			3Q 23		3Q 22		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	173,269	$	173,390	$	(121	)		(0.1	)%	$	173,074	$	173,269	$	(195	)		(0.1	)%
Large loans		243,259		245,062		(1,803	)		(0.7	)%		251,999		243,259		8,740			3.6	%
Retail loans		2,145		2,206		(61	)		(2.8	)%		—		2,145		(2,145	)		(100.0	)%
Total loans originated	$	418,673	$	420,658	$	(1,985	)		(0.5	)%	$	425,073	$	418,673	$	6,400			1.5	%

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


	Components of Increase in Interest and Fee Income 3Q 22 Compared to 3Q 21 Increase (Decrease)										Components of Increase in Interest and Fee Income 3Q 23 Compared to 3Q 22 Increase (Decrease)
Dollars in thousands	Volume		Rate			Volume & Rate			Net		Volume			Rate			Volume & Rate			Net
Small loans	$	6,930	$	(3,360	)	$	(606	)	$	2,964	$	(601	)	$	1,260		$	(18	)	$	641
Large loans		18,259		(3,518	)		(1,063	)		13,678		11,428			(2,428	)		(375	)		8,625
Retail loans		30		(7	)		—			23		(245	)		(45	)		22			(268	)
Product mix		751		(492	)		(259	)		—		965			(1,106	)		141			—
Total increase in interest and fee income	$	25,970	$	(7,377	)	$	(1,928	)	$	16,665	$	11,547		$	(2,319	)	$	(230	)	$	8,998

The $16.7 million year-over-year increase in interest and fee income during the three months ended September 30, 2022, was primarily driven by growth of our average net finance receivables. This increase was partially offset by normalization of credit performance across the portfolio, the intended product mix shift toward large loans, and the portfolio composition shift toward higher credit quality customers with lower interest rates.

Insurance Income, Net. Insurance income, net ~~increased $2.6~~decreased $0.6 million, or ~~27.3%~~5.0%, to ~~$12.0~~$11.4 million during the three months ended September 30, ~~2022,~~2023, from ~~$9.4~~$12.0 million during the prior-year period.During both the three months ended September 30, ~~2022~~2023 and the prior-year period, personal property insurance premiums represented the largest component of aggregate earned insurance ~~premiums. Life~~premiums, and life insurance claims expense represented the largest component of direct insurance ~~expenses for both the three months ended September 30, 2022 and the prior-year period.~~expenses.

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


	Insurance Premiums and Direct Expenses for the Three Months Ended											Insurance Premiums and Direct Expenses for the Three Months Ended
Dollars in thousands	3Q 22			3Q 21			YoY $ B(W)		YoY % B(W)			3Q 23			3Q 22			YoY $ B(W)			YoY % B(W)
Earned premiums	$	15,513		$	13,902		$	1,611		11.6	%	$	15,039		$	15,513		$	(474	)		(3.1	)%
Claims, reserves, and certain direct expenses		(3,526	)		(4,484	)		958		21.4	%		(3,657	)		(3,526	)		(131	)		(3.7	)%
Insurance income, net	$	11,987		$	9,418		$	2,569		27.3	%	$	11,382		$	11,987		$	(605	)		(5.0	)%

Earned premiums ~~increased~~decreased by ~~$1.6~~$0.5 million primarily due to fewer active policies, and claims, reserves, and certain direct expenses ~~decreased~~increased by ~~$1.0~~$0.1 million ~~in each case~~ compared to the prior-year period. The increase in earned premiums was primarily due to portfolio growth. The decrease in claims, reserves, and certain direct expenses was primarily due to a decrease in reserves for expected insurance claims during the three months ended September 30, 2022, compared to the prior-year period.

Other Income. Other income increased ~~$0.8~~$1.0 million, or ~~28.2%~~30.0%, to ~~$3.4~~$4.5 million during the three months ended September 30, ~~2022,~~2023, from ~~$2.7~~$3.4 million during the prior-year period, primarily due to ~~an increase in~~higher interest ~~income from~~earned on restricted cash reserves of ~~$0.6 million and late charges of $0.5 million, offset by a decrease in sales of our auto club product of $0.3~~$0.9 million.

Provision for Credit Losses. Our provision for credit losses increased ~~$22.0~~$2.9 million, or ~~84.2%~~5.9%, to ~~$48.1~~$50.9 million during the three months ended September 30, ~~2022,~~2023, from ~~$26.1~~$48.1 million during the prior-year period. The increase was due to an increase ~~of $20.4 million~~ in net credit losses ~~and an increase~~ of ~~$1.6~~$11.7 million, partially offset by a lower build in the allowance for credit losses ~~respectively,~~of $8.8 million, in each casecompared to the prior-year period. Inflation, particularly high gas and food prices, continued to impact our customers in the third quarter. Certain segments of our higher-risk, higher-rate customers have been particularly adversely impacted by inflation. Earlier this year, we eliminated one higher-risk, higher-rate digital affiliate and two higher-risk, higher-rate segments within our direct mail program. Loans originated through the eliminated affiliate and direct mail segments contributed 30 basis points to our contractual

delinquency rate as of September 30, 2022 and 60 basis points to our net credit loss rate in the third quarter, despite only representing 1.9% of our total portfolio as of quarter-end. Our remaining portfolio continues to perform well considering the current environment, with delinquency and net credit loss rates just above pre-pandemic levels. The increase in the provision for credit losses is explained in greater detail below.

Allowance for Credit Losses. We evaluate delinquency and losses in each of our loan products in establishing the allowance for credit losses. ~~The following table sets forth our allowance for credit losses compared to the related finance receivables as of the end of the periods indicated:~~

Allowance for Credit Losses for the
Three Months Ended

Dollars in thousands

3Q 22

3Q 21

Beginning balance

$
167,500

$
139,400

Macroeconomic reserve build (release)

4,100

(2,000
)
General reserve build due to portfolio change

8,200

12,700

Ending balance

$
179,800

$
150,100

Allowance for credit losses as a percentage of net finance receivables

11.2
%

11.4
%

~~As of September 30, 2022, our allowance for credit losses included a $19.0 million reserve associated with estimated future macroeconomic impacts on credit losses.~~ During the three months ended September 30, ~~2022,~~2023, and the prior-year period, the allowance for credit losses included ~~a build~~builds of $3.5 million and $12.3 million, ~~and~~respectively. Loan loss reserves increased due to portfolio growth, offset by a ~~build of $10.7 million, respectively.~~lower reserve rate which resulted in a net increase in the reserve. The allowance for credit losses as a percentage of finance

receivables decreased to ~~11.2%~~10.6% as of September 30, ~~2022,~~2023, from ~~11.4%~~11.2% as of the prior-year ~~period.~~period due to changes in estimated future macroeconomic impacts on credit losses.

Net Credit Losses. Net credit losses increased ~~$20.4~~$11.7 million, or ~~132.3%~~32.6%, to ~~$35.8~~$47.4 million during the three months ended September 30, ~~2022,~~2023, from ~~$15.4~~$35.8 million during the prior-year period. The increase was primarily due to higher average net finance receivables ~~credit normalization,~~ and the ~~impact of inflation on our customers.~~macroeconomic environment. Annualized net credit losses as a percentage of average net finance receivables were ~~9.1%~~11.0% during the three months ended September 30, ~~2022,~~2023, compared to ~~5.0%~~9.1% during the prior-year period. The three months ended September 30, 2022 included a 0.6% impact from one higher-risk, higher-rate digital affiliate and two higher-risk, higher-rate segments within our direct mail program that have been particularly adversely impacted by inflation.

Delinquency Performance. Our contractual delinquency as a percentage of net finance receivables ~~continued~~increased to ~~normalize, increasing to 7.2%~~7.3% as of September 30, ~~2022,~~2023, from ~~4.7%~~7.2% in the prior-year period. Contractual delinquency as a percentage of net finance receivables as of September 30, 2022 included a 0.3% impact from one higher-risk, higher-rate digital affiliate and two higher-risk, higher-rate segments within our direct mail program that have been particularly adversely impacted by inflation.

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


	Contractual Delinquency by Aging								Contractual Delinquency by Aging
Dollars in thousands	3Q 22				3Q 21				3Q 23				3Q 22
Current	$	1,356,134	84.4	%	$	1,156,475	88.0	%	$	1,472,931	84.2	%	$	1,356,134	84.4	%
1 to 29 days past due		135,468	8.4	%		96,477	7.3	%		149,648	8.5	%		135,468	8.4	%
Delinquent accounts:
30 to 59 days		32,295	2.0	%		20,162	1.6	%		36,502	2.1	%		32,295	2.0	%
60 to 89 days		25,375	1.6	%		15,075	1.1	%		28,130	1.6	%		25,375	1.6	%
90 to 119 days		21,720	1.3	%		11,202	0.9	%		23,420	1.3	%		21,720	1.3	%
120 to 149 days		17,503	1.1	%		8,176	0.6	%		21,309	1.2	%		17,503	1.1	%
150 to 179 days		19,103	1.2	%		6,666	0.5	%		19,069	1.1	%		19,103	1.2	%
Total contractual delinquency	$	115,996	7.2	%	$	61,281	4.7	%	$	128,430	7.3	%	$	115,996	7.2	%
Total net finance receivables	$	1,607,598	100.0	%	$	1,314,233	100.0	%	$	1,751,009	100.0	%	$	1,607,598	100.0	%


	Contractual Delinquency by Product								Contractual Delinquency by Product
Dollars in thousands	3Q 22				3Q 21				3Q 23				3Q 22
Small loans	$	49,906	10.4	%	$	27,928	6.7	%	$	45,438	9.6	%	$	49,906	10.4	%
Large loans		64,922	5.8	%		32,666	3.7	%		82,256	6.5	%		64,922	5.8	%
Retail loans		1,168	10.7	%		687	6.6	%		736	14.9	%		1,168	10.7	%
Total contractual delinquency	$	115,996	7.2	%	$	61,281	4.7	%	$	128,430	7.3	%	$	115,996	7.2	%

General and Administrative Expenses. Our general and administrative expenses increased ~~$10.4~~$3.9 million, or ~~21.8%~~6.8%, to ~~$58.2~~$62.1 million during the three months ended September 30, ~~2022,~~2023, from ~~$47.8~~$58.2 million during the prior-year period. The absolute dollar increase in general and administrative expenses is explained in greater detail below.

Personnel. The largest component of general and administrative expenses was personnel expense, which increased ~~$7.7~~$2.9 million, or ~~26.2%~~7.7%, to ~~$37.0~~$39.8 million during the three months ended September 30, ~~2022,~~2023, from ~~$29.3~~$37.0 million during the prior-year period. Labor expenses ~~and incentive costs~~ increased ~~$6.7~~$3.4 million ~~and $1.7 million, respectively,~~ compared to the prior-year period. ~~Additionally, the three months ended September 30, 2022 included costs associated with discontinuing our retail loan product of $0.1 million. Capitalized~~This increase was partially offset by higher capitalized loan origination costs, which reduce personnel expenses, ~~increased by $0.3 million compared to the prior-year period. The three months ended September 30, 2021 included branch optimization costs~~ of ~~$0.3~~ $0.8million.

Occupancy. Occupancy expenses ~~decreased $0.2~~increased by $0.5 million, or ~~3.0%~~8.0%, to ~~$5.8~~$6.3 million during the three months ended September 30, ~~2022,~~2023, from $6.0 million during the prior-year period. The three months ended September 30, 2021 included branch optimization costs of $0.5 million. The three months ended September 30, 2022 included the acceleration of lease expense associated with relocating our Texas office of $0.2 million.

~~Marketing.~~ ~~Marketing expenses increased $1.5 million, or 58.4%, to $3.9 million during the three months ended September 30, 2022, from $2.5~~$5.8 million during the prior-year period. The increase was primarily due to ~~incremental deferrals associated with digital loan origination costs during~~ the ~~three months ended September 30, 2021.~~growth of our state footprint and the addition of new branches since the prior-year period.

~~Other Expenses.~~Marketing. ~~Other~~Marketing expenses increased ~~$1.5~~$0.1 million, or ~~14.7%~~3.5%, to ~~$11.4~~$4.1 million during the three months ended September 30, ~~2022,~~2023, from ~~$9.9~~$3.9 million during the prior-year period due to higher digital marketing costs of $0.1 million.

Other Expenses. Other expenses increased $0.5 million, or 4.2%, to $11.9 million during the three months ended September 30, 2023, from $11.4 million during the prior-year period. The increase was primarily due to an increase in our investment in digital and technological capabilities of ~~$0.6 million, costs associated with discontinuing our retail loan product of $0.3 million, and an increase in travel expenses of $0.4~~$0.7 million, compared to the prior-year period. Additionally, we often experience increases in other expenses including electronic payment processing costs, bank service charges, and credit bureau charges as we grow our loan portfolio and expand our market footprint.

Operating Expense Ratio. Our annualized operating expense ratio decreased by 0.5% to ~~14.9%~~14.4% during the three months ended September 30, ~~2022~~2023, from ~~15.4%~~14.9% during the prior-year period. Our operating expense ratio has ~~declined~~improved as we have grown our loan portfolio and controlled expense growth. The three months ended September 30, 2022 included costs associated with discontinuing our retail loan product of $0.4 million and the acceleration of lease expense associated with relocating our Texas office of $0.2 million, the sum of which increased the ratio by 0.2%. The prior-year period included a ratio decrease of 0.5% related to incremental deferrals associated with digital loan costs of $1.5 million, partially offset by a ratio increase of 0.2% related to branch optimization expenses of $0.7 million.

Interest Expense. Interest expense increased ~~$3.0~~$5.1 million, or ~~34.6%~~42.9%, to ~~$11.9~~$16.9 million during the three months ended September 30, ~~2022,~~2023, from ~~$8.8~~$11.9 million during the prior-year period. The increase was primarily due to an increase in our average

cost of debt as well as an increase in the average balance of our debt ~~facilities on portfolio growth.~~facilities. An increase in variable rate funding costs increased our annualized average cost of debt 1.07% to 5.00% during the three months ended September 30, 2023, from 3.93% as of the prior-year-period. The average balance of our debt facilities increased to ~~$1.2~~$1.4 billion during the three months ended September 30, ~~2022,~~2023, from ~~$904.4 million~~$1.2 billion during the prior-year period.~~The annualized average cost of debt increased by 0.03% to 3.93% during the three months ended September 30, 2022, from 3.90% as of the prior-year period.~~

Income Taxes. Income taxes decreased ~~$3.3~~$1.2 million, or ~~50.0%~~36.8%, to ~~$3.3~~$2.1 million during the three months ended September 30, ~~2022,~~2023, from ~~$6.6~~$3.3 million during the prior-year period. The decrease was primarily due to a ~~$15.4~~$2.5 million decrease in income before income taxes compared to the prior-year period. Our effective tax rates were ~~24.6%~~19.1% and ~~22.8%~~24.6% for the three months ended September 30, ~~2022~~2023 and the prior-year period, respectively. The decrease in the effective tax rate relates to an increase in discrete tax benefits, as a result of the re-establishment of deferred tax assets for certain state net operating losses.

Comparison of the Nine Months Ended September 30, ~~2022,~~2023, Versus the Nine Months Ended September 30, ~~2021~~2022

Net Income. Net income decreased ~~$19.1~~$25.3 million, or ~~28.1%~~51.8%, to ~~$48.8~~$23.5 million during the nine months ended September 30, ~~2022,~~2023, from ~~$67.9~~$48.8 million during the prior-year period. The decrease was due to an increase in interest expense of $30.6 million, an increase in provision for credit losses of ~~$66.3~~$26.8 million, and an increase in general and administrative expenses of ~~$27.4~~$10.9 million, partially offset by an increase in revenue of ~~$66.3 million, a decrease in interest expense of $4.4~~$34.6 million and a decrease in income ~~tax~~taxes of ~~$4.0~~$8.5 million.

Revenue. Total revenue increased ~~$66.3~~$34.6 million, or ~~21.5%~~9.2%, to ~~$375.2~~$409.7 million during the nine months ended September 30, ~~2022,~~2023, from ~~$308.9~~$375.2 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 ~~$58.0~~$30.1 million, or ~~21.1%~~9.0%, to ~~$333.4~~$363.5 million during the nine months ended September 30, ~~2022,~~2023, from ~~$275.4~~$333.4 million during the prior-year period. The increase was primarily due to a ~~28.2%~~13.8% increase in average net finance receivables, partially offset by a ~~1.8%~~1.2% decrease in annualized average yield. The decrease in yield was due to continued mix shift towards larger, higher-quality loans and the credit impact from macroeconomic conditions on revenue reversals and non-accrual loans, partially offset by price increases. The nine months ended September 30, 2023 included a reduction in revenue reversals of an estimated $1.9 million attributable to the loan sale that occurred during the fourth quarter of 2022.

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


	Average Net Finance Receivables for the Nine Months Ended							Average Yields for the Nine Months Ended (1)
Dollars in thousands	YTD 23		YTD 22		YoY % Inc (Dec)			YTD 23			YTD 22			YoY % Inc (Dec)
Small loans	$	456,893	$	448,175		1.9	%		35.4	%		35.8	%		(0.4	)%
Large loans		1,232,170		1,032,273		19.4	%		26.1	%		27.4	%		(1.3	)%
Retail loans		7,252		10,796		(32.8	)%		17.5	%		18.4	%		(0.9	)%
Total interest and fee yield	$	1,696,315	$	1,491,244		13.8	%		28.6	%		29.8	%		(1.2	)%

Average Net Finance Receivables for the
Nine Months Ended

Average Yields for the
Nine Months Ended (1)

Dollars in thousands

YTD 22

YTD 21

YoY %
Inc (Dec)

YTD 22

YTD 21

YoY %
Inc (Dec)

Small loans

$
448,175

$
383,208

17.0
%

35.8
%

38.2
%

(2.4
)%
Large loans

1,032,273

768,803

34.3
%

27.4
%

28.4
%

(1.0
)%
Retail loans

10,796

11,537

(6.4
)%

18.4
%

18.2
%

0.2
%
Total interest and fee yield

$
1,491,244

$
1,163,548

28.2
%

29.8
%

31.6
%

(1.8
)%

(1)

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

Small loan and large loan yields decreased 2.4% and 1.0%, respectively, compared to the prior-year period primarily due to normalization of credit performance across the portfolio and our portfolio composition shift toward higher credit quality customers with lower interest rates.

Total originations ~~increased~~decreased to ~~$1.2~~$1.1 billion during the nine months ended September 30, ~~2022,~~2023, from ~~$1.0~~$1.2 billion during the prior-year period. Origination volume decreased during the nine months ended September 30, 2023 compared to the prior-year period due to credit tightening actions and the reallocation of labor to collections, both of which impacted origination levels during the period.The following table represents the principal balance of loans originated and refinanced:

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

The $58.0 million increase in interest and fee income during the nine months ended September 30, 2022, from the prior-year period was driven by growth in our average net finance receivables. This increase was partially offset by normalization of credit performance across the portfolio, the intended product mix shift toward large loans, and the portfolio composition shift toward higher credit quality customers with lower interest rates.

Insurance Income, Net. Insurance income, net increased ~~$6.7~~$0.8 million, or ~~25.7%~~2.4%, to ~~$32.8~~$33.5 million during the nine months ended September 30, ~~2022,~~2023, from ~~$26.1~~$32.8 million during the prior-year period. The nine months ended September 30, 2023 were inclusive of a reduction of revenue reversals of an estimated $0.3 million attributable to the loan sale that occurred in the fourth quarter of 2022. During both the nine months ended September 30, ~~2022~~2023 and the prior-year period, personal property insurance premiums represented the largest component of aggregate earned insurance premiums. Life insurance claims expense represented the largest component of direct insurance expenses for both the nine months ended September 30, ~~2022~~2023 and the prior-year period.

Earned premiums increased by ~~$6.7~~$0.1 million and claims, reserves, and certain direct expenses ~~remained consistent, in~~decreased by $0.7 million, each ~~case~~ compared to the prior-year ~~period. The increase in earned premiums was~~period, primarily due to portfolio growth ~~during the nine months ended September 30, 2022.~~and a decrease in claims reserves.

Other Income. Other income increased ~~$1.6~~$3.7 million, or ~~21.9%~~41.0%, to ~~$9.0~~$12.7 million during the nine months ended September 30, ~~2022,~~2023, from ~~$7.4~~$9.0 million during the prior-year period, primarily due to ~~an increase in late charges associated with portfolio growth~~higher interest earned on restricted cash reserves and investment income from securities of ~~$1.2~~$3.3 million and ~~interest income from cash reserves of $0.7~~$0.4 million, ~~offset by a decrease in sales of our auto club product of $0.5 million.~~respectively.

Provision for Credit Losses. Our provision for credit losses increased ~~$66.3~~$26.8 million, or ~~114.3%~~21.6%, to ~~$124.3~~$151.1 million during the nine months ended September 30, ~~2022,~~2023, from ~~$58.0~~$124.3 million during the prior-year period. The increase was due to an increase in net credit losses of ~~$20.4~~$41.2 million, ~~and $45.9 million~~partially offset by a lower build in the allowance for credit losses ~~and net credit losses, respectively,~~of $14.4 million, in each case compared to the prior-year period. Inflation, particularly high gas and food prices, continued to impact our customers in the third quarter. Certain segments of our higher-risk, higher-rate customers have been particularly adversely impacted by inflation. Earlier this year, we eliminated one higher-risk, higher-rate digital affiliate and two higher-risk, higher-rate segments within our direct mail program. Loans originated through the eliminated affiliate and direct mail segments contributed 30 basis points to our contractual delinquency rate as of September 30, 2022, and 60 basis points to our net credit loss rate during the nine months ended September 30, 2022, despite only representing 1.9% of our total portfolio as of quarter-end. Our remaining portfolio continues to perform well considering the current environment, with delinquency and net credit loss rates just above pre-pandemic levels. The increase in the provision for credit losses is explained in greater detail below.

~~As of September 30, 2022 our allowance for credit losses included $19.0 million of reserves associated with estimated future macroeconomic impacts on credit losses.~~ During the nine months ended September 30, ~~2022~~2023, and ~~2021,~~the prior-year period, the allowance for credit losses included ~~a build~~builds of $6.1 million and $20.5 million, ~~and $0.1 million,~~ respectively. Loan loss reserves increased due to portfolio growth, partially offset by a lower reserve rate which resulted in a net increase in the reserve. The allowance for credit losses as a percentage of finance receivables decreased to ~~11.2%~~10.6% as of September 30, ~~2022,~~2023, from ~~11.4%~~11.2% as of the prior-year ~~period.~~period due to changes in estimated future macroeconomic impacts on credit losses.

Net Credit Losses. Net credit losses increased ~~$45.9~~$41.2 million, or ~~79.3%~~39.7%, to ~~$103.8~~$145.0 million during the nine months ended September 30, ~~2022,~~2023, from ~~$57.9~~$103.8 million during the prior-year period. The increase was primarily due to higher average net finance receivables ~~credit normalization,~~ and the ~~impact of inflation on our customers.~~macroeconomic environment. Annualized net credit losses as a percentage of average net finance receivables were ~~9.3%~~11.4% during the nine months ended September 30, ~~2022,~~2023, compared to ~~6.6%~~9.3% during the prior-year period. ~~The~~Our net credit loss ratio during the nine months ended September 30, 2023 was inclusive of an estimated 100 basis point benefit from accelerated charge-offs in the fourth quarter of 2022 included a 0.6% impact from one higher-risk, higher-rate digital affiliate and two higher-risk, higher-rate segments within our direct mail program that have been particularly adversely impacted by inflation.attributable to the loan sale.

General and Administrative Expenses. Our general and administrative expenses increased ~~$27.4~~$10.9 million, or ~~19.6%~~6.5%, to ~~$167.4~~$178.3 million during the nine months ended September 30, ~~2022,~~2023, from ~~$140.0~~$167.4 million during the prior-year period.The absolute dollar increase in general and administrative expenses is explained in greater detail below.

Personnel. The largest component of general and administrative expenses was personnel expense, which increased ~~$20.1~~$8.3 million, or ~~23.2%~~7.8%, to ~~$106.6~~$114.8 million during the nine months ended September 30, ~~2022,~~2023, from ~~$86.5~~$106.6 million during the prior-year period. We had several offsetting increases and decreases in personnel expenses during the nine months ended September 30, 2023. Labor expenses ~~and incentive costs~~ increased ~~$18.8~~$12.4 million ~~and $3.6 million, respectively,~~ compared to the prior-year

~~period. Capitalized~~ period, partially offset by lower incentive expenses of $1.8 million, higher capitalized loan origination costs, which reduce personnel expenses, ~~increased by $1.9~~of $1.5 million, ~~compared to the prior-year period due to an increase in loans originated.~~and lower recruiting fees of $0.7 million.

Occupancy. Occupancy expenses increased ~~$0.2~~$0.9 million, or ~~1.1%~~5.3%, to ~~$17.8~~$18.8 million during the nine months ended September 30, ~~2022,~~2023, from ~~$17.6~~$17.8 million during the prior-year period. The increase was primarily due to ~~costs related to~~the growth of our ~~branch optimization initiatives of $0.3 million~~state footprint and the ~~acceleration~~addition of ~~lease expense associated with relocating our Texas office of $0.2 million, offset by lower COVID-19 enhanced sanitation efforts of $0.3 million.~~new branches since the prior-year period.

Marketing. Marketing expenses increased ~~$1.2~~by $0.2 million ~~or 11.7%,~~ to ~~$11.1~~$11.3 million during the nine months ended September 30, ~~2022,~~2023, from ~~$10.0~~$11.1 million during the prior-year ~~period. The increase was~~period primarily due to higher digital ~~loan origination~~marketing costs of ~~$0.8 million and increased activity in our direct mail campaigns of $0.5 million to support growth.~~$0.2 million.

Other Expenses. Other expenses increased ~~$6.0~~$1.6 million, or ~~23.1%~~4.9%, to ~~$31.9~~$33.4 million during the nine months ended September 30, ~~2022,~~2023, from ~~$25.9~~$31.9 million during the prior-year period. The increase was primarily due to an increase in our investment in digital and technological capabilities of ~~$1.6~~$1.9 million, ~~an increase in travel expenses of $0.8 million, an increase in professional services of $0.6 million, and costs associated with discontinuing our retail loan product of $0.3 million.~~compared to the prior-year period. Additionally, we often experience increases in other expenses including ~~electronic payment processing costs,~~legal expenses, collections expense, bank ~~service charges,~~fees, and ~~credit bureau charges~~certain professional expenses as we grow our loan portfolio and expand our market footprint. These increases were offset by a $1.0 million insurance settlement payment to us during the nine months ended September 30, 2023.

Operating Expense Ratio. Our annualized operating expense ratio decreased by 1.0% to ~~15.0%~~14.0% during the nine months ended September 30, ~~2022~~2023, from ~~16.0%~~15.0% during the prior-year period. Our operating expense ratio has ~~declined~~improved as we have grown our loan portfolio and controlled expense growth. The nine months ended September 30, 2022 included branch optimization expenses of $1.0 million, costs for discontinuing the retail loan product of $0.4 million, and the acceleration of lease expense associated with relocating our Texas office of $0.2 million, the sum of which increased the ratio 0.2%. The prior-year period included branch optimization of $0.7 million which increased the ratio 0.1%.

Interest Expense. Interest expense ~~decreased $4.4~~increased $30.6 million, or ~~18.5%~~157.9%, to ~~$19.4~~$50.0 million during the nine months ended September 30, ~~2022, from $23.8~~2023, compared to $19.4 million during the prior-year period. The ~~decrease~~increase was primarily due to ~~a decrease~~an increase in our average cost of debt ~~partially offset by~~as well as an increase in the average balance of our debt facilities. The annualized average cost of debt ~~decreased 1.63%~~increased 2.73% to ~~2.25%~~4.98% during the nine months ended September 30, ~~2022,~~2023, from ~~3.88% as~~2.25% during the prior-year-period. The year-over-year increase was due to an increase in variable rate funding costs, inclusive of ~~the~~a prior-year ~~period, primarily driven by a $12.6 million~~ increase in the fair value of our interest rate ~~caps.~~caps of $13.1 million. The average balance of our debt facilities increased to ~~$1.1~~$1.3 billion during the nine months ended September 30, ~~2022,~~2023, from ~~$817.0 million~~$1.1 billion during the prior-year period.

Income Taxes. Income taxes decreased ~~$4.0~~$8.5 million, or ~~20.6%~~55.5%, to ~~$15.3~~$6.8 million during the nine months ended September 30, ~~2022,~~2023, from ~~$19.2~~$15.3 million during the prior-year period. The decrease was primarily due to a ~~$23.0~~$33.8 million decrease in income before income taxes compared to the prior-year period. Our effective tax rates were ~~23.8%~~22.4% and ~~22.1%~~23.8% for the nine months ended September 30, ~~2022~~2023 and the prior-year period, respectively. The decrease in the effective tax rate ~~for the prior-year period was impacted by~~relates to an increase in discrete tax benefits, ~~from~~including the ~~exercise and vesting~~re-establishment of ~~share-based awards and amended~~deferred tax assets for certain state ~~tax returns.~~net operating losses.

Our primary cash needs relate to the funding of our lending activities and, to a lesser extent, expenditures relating to improving our technology infrastructure and expanding and maintaining our branch locations. We have historically financed, and plan to continue to finance, our short-term and long-term operating liquidity and capital needs through a combination of cash flows from operations and borrowings under our debt facilities, including our senior revolving credit facility, revolving warehouse credit facilities, and asset-backed securitization transactions, all of which are described below. We continue to seek ways to diversify our funding sources. As of September 30, ~~2022,~~2023, we had a funded debt-to-equity ratio (debt divided by total stockholders’ equity) of ~~4.0~~4.2 to 1.0 and a stockholders’ equity ratio (total stockholders’ equity as a percentage of total assets) of ~~19.2%~~18.7%.

Cash and cash equivalents ~~decreased~~increased to ~~$3.1~~$7.4 million as of September 30, ~~2022,~~2023, from ~~$10.5~~$3.9 million as of the prior year-end. As of September 30, ~~2022~~2023 and the prior year-end, we had ~~$178.1~~$171.8 million and ~~$199.2~~$97.6 million, respectively, of immediate availability to draw down cash from our revolving credit facilities. Our unused capacity on our revolving credit facilities (subject to the borrowing base) was ~~$565.0~~$613.1 million and ~~$556.8~~$555.1 million as of September 30, ~~2022,~~2023, and the prior year-end, respectively. Our total debt was ~~$1.2 billion and $1.1~~$1.4 billion as of both September 30, ~~2022,~~2023 and the prior ~~year-end, respectively.~~year-end.

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

From time to time, we have extended the maturity date of and increased the borrowing limits under our senior revolving credit facility. While we have successfully obtained such extensions and increases in the past, there can be no assurance that we will

be able to do so if and when needed in the future. In addition, the revolving period maturities of our securitizations and warehouse credit facilities (each as described below within “Financing Arrangements”) range from ~~November 2022~~September 2023 to September 2026. There can be no assurance that we will be able to secure an extension of the warehouse credit facilities or close additional securitization transactions if and when needed in the future.

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

In May 2021, we announced that our Board had authorized a $30.0 million stock repurchase program. In August 2021, we announced that our Board had approved a $20.0 million increase in the amount authorized under the stock repurchase program, from $30.0 million to $50.0 million. In January 2022, we completed this stock repurchase program.

~~In February 2022, we announced that our Board had authorized a $20.0 million stock repurchase program. In May 2022, we completed the stock repurchase program.~~

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

The Board may in its discretion declare and pay cash dividends on our common stock. The following table sets forth the dividends declared and paid for the nine months ended September 30, ~~2022:~~2023:

The Board declared and paid $8.9 million of cash dividends on our common stock during the nine months ended September 30, ~~2022.~~2023. See Note 13, “Subsequent Events” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements,” for information regarding ~~the declaration of a~~our cash dividend following the end of the quarter.

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

Operating Activities. Net cash provided by operating activities during the nine months ended September 30, ~~2022~~2023 was ~~$164.3~~$182.3 million, compared to ~~$132.3~~$164.3 million ~~provided by operating activities~~ during the prior-year period, a net increase of ~~$31.9~~$18.0 million. The increase was primarily due to the growth in our ~~business described above, which produced an increase in net income, before provision for credit losses.~~loan portfolio.

Investing Activities. Investing activities consist of originations and repayments of finance receivables, purchases of intangible assets, and purchases of property and equipment for new and existing branches. Net cash used in investing activities during the nine months ended September 30, ~~2022~~2023 was ~~$295.7~~$194.1 million, compared to ~~$227.0~~$295.7 million ~~used in investing activities~~ during the prior-year period, a net ~~increase~~decrease in cash used of ~~$68.7~~$101.6 million. The ~~increase in cash used~~decrease was primarily due to ~~increased~~decreased originations of finance ~~receivables and purchase of restricted available-for-sale investments.~~receivables.

Financing Activities. Financing activities consist of borrowings and payments on our outstanding indebtedness. Net cash provided by financing activities during the nine months ended September 30, ~~2022~~2023 was ~~$99.3~~$4.5 million, compared to ~~$134.9~~$99.3 million ~~provided by financing activities~~ during the prior-year period, a net decrease in cash provided of ~~$35.7~~$94.8 million. The net decrease in cash provided was ~~a result of~~primarily due to a decrease in the net advances on debt instruments of ~~$77.5~~$115.5 million, ~~an increase in cash dividend of $1.4 million,~~partially offset by a decrease in the ~~repurchase~~repurchases of common stock of ~~$35.4 million, a decrease in taxes paid related to net share settlement of equity awards of $4.0 million, and a decrease in payments of debt issuance costs of $4.0~~$20.6 million.

Senior Revolving Credit Facility. In ~~December 2021,~~November 2022, we amended and restated our senior revolving credit facility to, among other things, decrease the availability under the facility from ~~$640~~$500 million to ~~$500~~$420 million. Our debt under the senior revolving credit facility was $131.3 million as of September 30, 2023, and ~~extend the maturity of~~ the facility ~~from September 2022 to~~matures in September 2024. Excluding the receivables held by our VIEs, the senior revolving credit facility is secured by substantially all of our finance receivables and equity interests of the majority of our subsidiaries. Advances on the senior revolving credit facility are capped at 83% of eligible secured finance receivables. As (77% of September 30, 2022, we had $148.1 million of immediate availability to draw down cash under the facility and held $3.1 million in unrestricted cash. Borrowings under the facility bore interest, payable monthly, at rates equal to one-month LIBOR, with a LIBOR floor of 0.50%, plus a 3.00% margin. The effective interest rate was 6.14%eligible finance receivables as of September 30, ~~2022. We pay an unused line fee of 0.50%~~2023).

In September 2022, ~~the Company~~we amended and restated ~~its~~our senior revolving credit facility to replace LIBOR as the benchmark rate for the calculation of interest with a forward-looking term rate based on SOFR or, in certain limited circumstances, another

alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a floor of not less than 0.50%.

~~Our debt under~~, plus a 3.00% margin and a benchmark adjustment. The effective interest rate was 8.43% at September 30, 2023. We pay an unused line fee between 0.50% and 1.00% based on the ~~senior revolving credit facility was $113.4 million as~~outstanding balance. As of September 30, ~~2022.~~ 2023, we had $135.0 million of immediate availability to draw down cash under the facility and held $7.4 million in unrestricted cash.

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

Variable Interest Entity Debt. As part of our overall funding strategy, we have transferred certain finance receivables to affiliated VIEs for asset-backed financing transactions, including securitizations. The debt arrangements described below are issued by our wholly-owned, bankruptcy-remote SPEs, which are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary. We are considered to be the primary beneficiary because we have (i) power over the significant activities through our role as servicer of the finance receivables under each debt arrangement and (ii) the obligation to absorb losses or the right to receive returns that could be significant through our interest in the monthly residual cash flows of the SPEs.

These debts are supported by the expected cash flows from the underlying collateralized finance receivables. Collections on these finance receivables are remitted to restricted cash collection accounts, which totaled ~~$100.0~~$102.6 million and ~~$107.7~~$112.2 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Cash inflows from the finance receivables are distributed to the lenders/investors, the service providers, and/or the residual interest that we own in accordance with a monthly contractual priority of payments. The SPEs pay a servicing fee to us, which is eliminated in consolidation.

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

RMR II Revolving Warehouse Credit Facility.In April 2021, we and our wholly-owned SPE, RMR II, amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR II to, among other things, extend the date at which the facility converts to an amortizing loan and the termination date to March 2023 and March 2024, respectively, decrease the total facility from $125 million to $75 million, increase the cap on facility advances from 80% to 83% of eligible finance receivables, and increase the rate at which borrowings under the facility bore interest, payable monthly, at a rate equal to three-month LIBOR, with a LIBOR floor of 0.25%, plus a blended margin of 2.35% (2.15% prior to the April 2021 amendment). ~~The debt is secured by finance receivables and other related assets that we purchased from our affiliates, which we then sold and transferred to RMR II. As of September 30, 2022, we had~~ ~~$30.0 million of immediate availability to draw down cash under this facility.~~ The effective interest rate was 6.10% as of September 30, 2022. RMR II pays an unused commitment fee between 0.35% and 0.85% based upon the average daily utilization of the facility. As of September 30, 2022, our debt under the credit facility was $20.3 million.

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

45In March 2023, we and RMR II exercised the right to make an optional principal repayment in full, and in connection with such repayment, the facility terminated.

RMR IV Revolving Warehouse Credit Facility. In April 2021, we and our wholly-owned SPE, RMR IV, entered into a credit agreement that provides for a $125 million revolving warehouse credit facility to RMR IV. The facility ~~converts~~was to convert to an amortizing loan in April 2023 and ~~terminates~~terminate in April 2024. In April and May 2023, we and our wholly-owned SPE, RMR IV, amended and restated the credit agreement that provides for a revolving warehouse credit facilities 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 we purchased from our affiliates, which we then sold and transferred to RMR IV. Advances on the facility are capped at 81% of eligible finance receivables. Borrowings under the facility bore interest, payable monthly, at a rate equal to one-month LIBOR, plus a margin of 2.35%. The effective interest rate was 5.49% as of September 30, 2022. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. As of September 30, 2022, our debt under the credit facility was $37.1 million.

In September 2022, ~~the Company~~we and ~~its wholly-owned SPE,~~ RMR IV amended and restated the credit agreement that provides for a revolving warehouse credit facility to RMR IV to replace LIBOR as the benchmark rate for calculation of interest rate with a forward-looking term rate based on SOFR or, in certain limited circumstances, another alternative benchmark rate. The one-month LIBOR was replaced on October 1, 2022 by one-month SOFR with a margin of 2.35% and a benchmark adjustment. The effective interest rate was 8.23% at September 30, 2023. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. As of September 30, 2023, our debt under the credit facility was $3.2 million.

RMR V Revolving Warehouse Credit Facility. In ~~April 2021,~~September 2022, we and our wholly-owned SPE, RMR V ~~entered into a~~amended and restated the credit agreement that provides for a $100 million revolving warehouse credit facility to RMR ~~V. Following an amendment in September 2022,~~V to extend the date at which the facility converts to an amortizing loan inand the termination date to November 2022 and ~~terminates in~~ November 2023, respectively (October 2022 and October 2023, respectively, prior to the September 2022 amendment). Following a subsequent amendment in November 2022, the amortizing loan conversion date and termination date were extended to November 2024 and November 2025, respectively. The debt is secured by finance receivables and other related assets that we purchased from our affiliates, which we then sold and transferred to RMR V. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a per annum rate, which in the case of a conduit lender is the commercial paper rate, plus a margin of ~~2.20%~~2.75% (2.20% prior to the November 2022 amendment). The effective interest rate was ~~5.28%~~8.31% as of September 30, ~~2022.~~2023. RMR V pays an unused commitment fee between 0.45% and 0.75% based upon the average daily utilization of the facility. As of September 30, ~~2022,~~2023, our debt under the credit facility was ~~$65.3~~$26.6 million.

RMR VI Revolving Warehouse Credit Facility. In February 2023, we and our wholly-owned SPE, RMR VI, entered into a credit agreement that provides for a $75 million revolving warehouse credit facility to RMR VI. The facility converts to an amortizing loan in February 2025 and terminates in February 2026. The debt is secured by finance receivables and other related assets that we purchased from our affiliates, which we then sold and transferred to RMR VI. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 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 September 30, 2023. RMR VI pays an unused commitment fee of 0.50%. As of September 30, 2023, our debt under the credit facility was $18.1 million.

RMR VII Revolving Warehouse Credit Facility. In April 2023, we and our wholly-owned 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 we purchased from our affiliates, which we then sold and transferred to RMR VII. Advances on the facility are capped at 80% of eligible finance receivables. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month SOFR, plus (i) 0.10% per annum, (ii) a margin of 3.00%, and (iii) the applicable step-up margin (0.00% during the revolving period). The effective interest rate was 8.43% as of September 30, 2023. RMR VII pays an unused commitment fee ranging between 0.45% and 0.65%. As of September 30, 2023, our debt under the credit facility was $4.3 million.

RMIT 2020-1 Securitization. In September 2020, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2020-1, completed a private offering and sale of $180 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2020-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2020-1. The notes ~~have~~had a revolving period ending in September 2023, with a final maturity date in October 2030. Borrowings under the RMIT 2020-1 securitization bear interest, payable monthly, at an effective interest rate of 2.85% as of September 30, ~~2022.~~2023. Prior to maturity in October 2030, we may redeem the notes in full, but not in ~~part, at our option on any business day on or after the payment date occurring in October 2023.~~part. No payments of principal of the notes ~~will be~~were made during the revolving period. As of September 30, ~~2022,~~2023, our debt under the securitization was $180.2 million.

RMIT 2021-1 Securitization. In February 2021, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2021-1, completed a private offering and sale of $249 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2021-1. The notes have a revolving period ending in February 2024, with a final maturity date in March 2031. Borrowings under the RMIT 2021-1 securitization bear interest, payable monthly, at an effective interest rate of 2.08% as of September 30, ~~2022.~~2023. Prior to maturity in March 2031, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in March 2024. No payments of principal of the notes will be made during the revolving period. As of September 30, ~~2022,~~2023, our debt under the securitization was $248.9 million.

RMIT 2021-2 Securitization. In July 2021, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2021-2, completed a private offering and sale of $200 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-2. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2021-2. The notes have a revolving period ending in July 2026, with a final maturity date in August 2033. Borrowings under the RMIT 2021-2 securitization bear interest, payable monthly, at an effective interest rate of 2.30% as of September 30, ~~2022.~~2023. Prior to maturity in August 2033, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in August 2026. No

payments of principal of the notes will be made during the revolving period. As of September 30, ~~2022,~~2023, our debt under the securitization was $200.2 million.

RMIT 2021-3 Securitization. In October 2021, we, our wholly-owned SPE, RMR III, and our indirect wholly-owned SPE, RMIT 2021-3, completed a private offering and sale of $125 million of asset-backed notes. The transaction consisted of the issuance of fixed-rate asset-backed notes by RMIT 2021-3. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2021-3. The notes have a revolving period ending in September 2026, with a final maturity date in October 2033. Borrowings under the RMIT 2021-3 securitization bear interest, payable

monthly, at an effective interest rate of 3.88% as of September 30, ~~2022.~~2023. Prior to maturity in October 2033, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in October 2024. No payments of principal of the notes will be made during the revolving period. As of September 30, ~~2022,~~2023, our debt under the securitization was $125.2 million.

RMIT 2022-1 Securitization. In February 2022, we, our wholly-owned SPE, RMR III, and our indirectly wholly-owned SPE, RMIT 2022-1, completed a private offering and sale of $250 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2022-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2022-1. The notes have a revolving period ending in February 2025, with a final maturity date in March 2032. Borrowings under the RMIT 2022-1 securitization bear interest, payable monthly, at an effective interest rate of 3.59% as of September 30, ~~2022.~~2023. Prior to maturity in March 2032, we may redeem the notes in full, but not in part, at our option on any business day on or after the payment date occurring in March 2025. No payments of principal of the notes will be made during the revolving period. As of September 30, ~~2022,~~2023, our debt under the securitization was $250.4 million.

~~See Note 13, “Subsequent Events” of the Notes to the Consolidated Financial Statements in Part 1, Item 1, “Financial Statements,” for information regarding the completion of~~RMIT 2022-2B Securitization. In October 2022, we, our wholly-owned SPE, RMR III, and our indirectly wholly-owned SPE, RMIT 2022-2B, completed a private offering and sale of $200 million of ~~asset backed notes following the end~~asset-backed notes. The transaction consisted of the ~~quarter.~~issuance of three classes of fixed-rate, asset-backed notes by RMIT 2022-2B. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from us, which RMR III then sold and transferred to RMIT 2022-2B. The notes have a revolving period ending in October 2024, with a final maturity date in November 2031. RMR III sold two classes of the asset-backed notes and transferred them to RMIT 2022-2B. The $16.3 million class of fixed-rate, asset-backed notes was retained by RMR III on the closing date but may be sold in whole or in part. Borrowings under the sold notes bear interest, payable monthly, at an effective interest rate of 7.51% as of September 30, 2023. Prior to maturity in November 2031, we may redeem the sold notes in full, but not in part, at our option on any business day on or after the payment date occurring in November 2024. No payments of principal of the notes will be made during the revolving period. As of September 30, 2023, our debt under the securitization was $184.3 million.

Our debt arrangements are subject to certain covenants, including monthly and annual reporting, maintenance of specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, and certain other restrictions. As of September 30, ~~2022,~~2023, we were in compliance with all debt covenants.

RMR IIIV Revolving Warehouse Credit Facility. The credit agreement governing the RMR IIIV revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of September 30, ~~2022,~~2023, the warehouse facility cash reserve requirement totaled $0.3 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $1.8 million as of September 30, 2023.

RMR V Revolving Warehouse Credit Facility. The credit agreement governing the RMR V revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of September 30, 2023, the warehouse facility cash reserve requirement totaled $0.6 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$4.2~~$3.2 million as of September 30, ~~2022.~~2023.

RMR IVVI Revolving Warehouse Credit Facility. The credit agreement governing the RMR IVVI revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of September 30, ~~2022,~~2023, the warehouse facility cash reserve requirement totaled ~~$0.5~~$0.2 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$3.0~~$1.5 million as of September 30, ~~2022.~~2023.

RMR VVII Revolving Warehouse Credit Facility. The credit agreement governing the RMR VVII revolving warehouse credit facility requires that we maintain a 1% cash reserve based upon the ending finance receivables balance of the facility. As of September 30, ~~2022,~~2023, the warehouse facility cash reserve requirement totaled ~~$0.8~~$0.1 million. The warehouse facility is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$6.1~~$0.4 million as of September 30, ~~2022.~~2023.

RMIT 2020-1 Securitization. As required under the transaction documents governing the RMIT 2020-1 securitization, we deposited $1.9 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$13.2~~$12.3 million as of September 30, ~~2022.~~2023.

RMIT 2021-1 Securitization. As required under the transaction documents governing the RMIT 2021-1 securitization, we deposited $2.6 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$21.2~~$18.9 million as of September 30, ~~2022.~~2023.

RMIT 2021-2 Securitization. As required under the transaction documents governing the RMIT 2021-2 securitization, we deposited $2.1 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$16.1~~$14.6 million as of September 30, ~~2022.~~2023.

RMIT 2021-3 Securitization. As required under the transaction documents governing the RMIT 2021-3 securitization, we deposited $1.5 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$16.4~~$15.1 million as of September 30, ~~2022.~~2023.

RMIT 2022-1 Securitization. As required under the transaction documents governing the RMIT 2022-1 securitization, we deposited $2.6 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled ~~$20.0~~$18.8 million as of September 30, ~~2022.~~2023.

RMIT 2022-2B Securitization. As required under the transaction documents governing the RMIT 2022-2B securitization, we deposited $2.3 million of cash proceeds into a restricted cash reserve account at closing. The securitization is supported by the expected cash flows from the underlying collateralized finance receivables. Collections are remitted to a restricted cash collection account, which totaled $15.9 million as of September 30, 2023.

RMC Reinsurance. Our wholly-owned subsidiary, RMC Reinsurance, Ltd., is required to maintain reserves against life insurance policies ceded to it, as determined by the ceding company. As of September 30, ~~2022,~~2023, cash reserves for reinsurance were ~~$21.6~~$0.3 million.

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

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

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

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

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

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

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

Due to the judgment and uncertainty in estimating the expected credit losses, we may experience changes to the macroeconomic assumptions within our forecast, as well as changes to our credit loss performance outlook, both of which could lead to further changes in our allowance for credit losses, allowance as a percentage of net finance receivables, and provision for credit losses.

During 2020, management captured the potential impact of the COVID-19 pandemic as a component of its macroeconomic forecast, and we had reserved $33.4 million as of June 30, 2020. Overall improvements in the pandemic led us to release portions of that reserve gradually. As of September 30, 2022 and December 31, 2021, we had $19.0 million and $17.0 million in macroeconomic reserves inclusive of remaining effects of COVID-19, respectively. Potential macroeconomic changes have created conditions that increase the level of uncertainty associated with our estimate of the amount and timing of future credit losses from our loan portfolio.

Macroeconomic Sensitivity. To demonstrate the sensitivity of forecasting macroeconomic conditions, we stressed our macroeconomic model with 10% increased weighting towards slower near-term growth that would have increased our reserves as of September 30, ~~2022~~2023 by ~~$0.9~~$1.1 million.

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

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

We also are exposed to changes in interest rates as a result of certain borrowing activities. As of September 30, ~~2022,~~2023, the interest rates on ~~81.0%~~86.6% of our debt (the securitizations) were fixed. We maintain liquidity and fund our business operations in part through variable-rate borrowings under a senior revolving credit facility and three revolving warehouse credit facilities. In September 2022, we amended and restated our senior, RMR II warehouse, and RMR IV warehouse revolving credit facilities, transitioning the benchmark rate for the calculation of interest with a forward-looking term rate from LIBOR to SOFR, effective on October 1, 2022. See Note 6, “Debt” of the Notes to Consolidated Financial Statements in Part I, Item 1, “Financial Statements” for information regarding the September 2022 amendments and transition of the benchmark rates following the end of the fiscal quarter. As of September 30, ~~2022,~~2023, the balances and key terms of the credit facilities were as follows:

We previously purchased interest rate caps to manage the risk associated with LIBOR-based borrowings. These interest rate caps were based on the one-month LIBOR and reimbursed us for the difference when the one-month LIBOR exceeded the strike rate.

In April 2022, we collateralized our interest rate caps. Subsequently, we sold our shorter-duration interest rate cap contracts with a fair value of $14.7 million. These sold interest rate caps had an aggregate notional principal amount of $450.0 million and maturity dates ranging from March 2023 through June 2024. In August 2022, we sold our remaining interest rate caps with a fair value of $5.0 million, having an aggregate notional principal amount of $100.0 million and maturing in 2026. As of September 30, 2022, we no longer maintained interest rate cap protection.

Based on the underlying rates and the outstanding balances as of September 30, ~~2022,~~2023, an increase of 100 basis points in the rates of our revolving credit facilities would result in approximately ~~$2.4~~$1.8 million of increased interest expense on an annual basis, in the aggregate, under these borrowings.

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

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, ~~2022.~~2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of September 30, ~~2022,~~2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost–benefit relationship of possible controls and procedures.

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

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

There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022. In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 (which was filed with the SEC on ~~March 4, 2022)~~February 24, 2023), which could materially affect our business, financial condition, and/or future operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially and adversely affect the Company’s business, financial condition, and/or operating results.

During the three months ended September 30, 2023, 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.


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)


		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets Dated September 30, ~~2022~~2023 and December 31, ~~2021~~2022	3

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	5

	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	6

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	8

	Notes to Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3133

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50

Item 4.	Controls and Procedures	51

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 5.	Other Information	52

Item 6.	Exhibits	53

SIGNATURE		5554


	September 30, 2022						September 30, 2023
	(Unaudited)			December 31, 2021			(Unaudited)			December 31, 2022
Assets
Cash	$	3,140		$	10,507		$	7,413		$	3,873
Net finance receivables		1,607,598			1,426,257			1,751,009			1,699,393
Unearned insurance premiums		(49,789	)		(47,837	)		(48,764	)		(51,008	)
Allowance for credit losses		(179,800	)		(159,300	)		(184,900	)		(178,800	)
Net finance receivables, less unearned insurance premiums and allowance for credit losses		1,378,009			1,219,120			1,517,345			1,469,585
Restricted cash		113,865			138,682			117,029			127,926
Lease assets								34,864			34,521
Restricted available-for-sale investments		20,290			—			22,510			20,416
Lease assets		30,153			28,721
Intangible assets								15,048			12,122
Property and equipment								14,157			14,526
Deferred tax assets, net		16,836			18,420			14,140			13,810
Property and equipment		12,370			12,938
Intangible assets		11,305			9,517
Other assets		20,582			21,757			22,834			28,208
Total assets	$	1,606,550		$	1,459,662		$	1,765,340		$	1,724,987
Liabilities and Stockholders’ Equity
Liabilities:
Debt	$	1,241,039		$	1,107,953		$	1,372,748		$	1,355,359
Unamortized debt issuance costs		(9,647	)		(11,010	)		(5,647	)		(9,512	)
Net debt		1,231,392			1,096,943			1,367,101			1,345,847
Lease liabilities								37,095			36,712
Accounts payable and accrued expenses		34,237			49,283			30,559			33,795
Lease liabilities		32,468			30,700
Total liabilities		1,298,097			1,176,926			1,434,755			1,416,354
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, none issued or outstanding)		—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 14,391 shares issued and 9,584 shares outstanding at September 30, 2022 and 14,157 shares issued and 9,788 shares outstanding at December 31, 2021)		1,439			1,416
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, 14,642 shares issued and 9,835 shares outstanding at September 30, 2023 and 14,330 shares issued and 9,523 shares outstanding at December 31, 2022)								1,464			1,433
Additional paid-in capital		111,530			104,745			119,507			112,384
Retained earnings		346,083			306,105			360,155			345,545
Accumulated other comprehensive loss		(456	)		—			(398	)		(586	)
Treasury stock (4,807 shares at September 30, 2022 and 4,370 shares at December 31, 2021)		(150,143	)		(129,530	)
Treasury stock (4,807 shares at September 30, 2023 and December 31, 2022)								(150,143	)		(150,143	)
Total stockholders’ equity		308,453			282,736			330,585			308,633
Total liabilities and stockholders’ equity	$	1,606,550		$	1,459,662		$	1,765,340		$	1,724,987

Assets
Cash	$	438		$	364
Net finance receivables		1,179,815			1,004,954
Allowance for credit losses		(129,198	)		(109,898	)
Restricted cash		112,513			118,818
Other assets		366			4
Total assets	$	1,163,934		$	1,014,242
Liabilities
Net debt	$	1,118,989		$	986,223
Accounts payable and accrued expenses		115			71
Total liabilities	$	1,119,104		$	986,294


Assets
Cash	$	379		$	439
Net finance receivables		1,330,377			1,296,078
Allowance for credit losses		(138,058	)		(134,708	)
Restricted cash		116,767			126,017
Other assets		3,119			1,706
Total assets	$	1,312,584		$	1,289,532
Liabilities
Net debt	$	1,236,580		$	1,199,404
Accounts payable and accrued expenses		202			167
Total liabilities	$	1,236,782		$	1,199,571


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


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


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021		2022			2021		2023			2022			2023			2022
Revenue
Interest and fee income	$	116,020		$	99,355	$	333,422		$	275,427	$	125,018		$	116,020		$	363,508		$	333,422
Insurance income, net		11,987			9,418		32,751			26,059		11,382			11,987			33,544			32,751
Other income		3,445			2,687		8,998			7,381		4,478			3,445			12,688			8,998
Total revenue		131,452			111,460		375,171			308,867		140,878			131,452			409,740			375,171

Expenses
Provision for credit losses		48,071			26,096		124,329			58,007		50,930			48,071			151,149			124,329

Personnel		36,979			29,299		106,574			86,520		39,832			36,979			114,848			106,574
Occupancy		5,848			6,027		17,812			17,615		6,315			5,848			18,761			17,812
Marketing		3,940			2,488		11,139			9,974		4,077			3,940			11,300			11,139
Other		11,397			9,936		31,860			25,873		11,880			11,397			33,414			31,860
Total general and administrative expenses		58,164			47,750		167,385			139,982		62,104			58,164			178,323			167,385

Interest expense		11,863			8,816		19,368			23,752		16,947			11,863			49,953			19,368
Income before income taxes		13,354			28,798		64,089			87,126		10,897			13,354			30,315			64,089
Income taxes		3,286			6,577		15,256			19,217		2,077			3,286			6,783			15,256

Net income	$	10,068		$	22,221	$	48,833		$	67,909	$	8,820		$	10,068		$	23,532		$	48,833
Net income per common share:
Basic	$	1.09		$	2.25	$	5.23		$	6.66	$	0.94		$	1.09		$	2.51		$	5.23
Diluted	$	1.06		$	2.11	$	5.01		$	6.29	$	0.91		$	1.06		$	2.45		$	5.01
Weighted-average common shares outstanding:
Basic		9,195			9,861		9,329			10,199		9,429			9,195			9,385			9,329
Diluted		9,526			10,544		9,738			10,800		9,650			9,526			9,613			9,738

Other comprehensive loss, net of tax:
Unrealized loss on restricted available-for-sale investments		(577	)		—		(577	)		—
Other comprehensive loss, before tax		(577	)		—		(577	)		—
Income taxes related to items of other comprehensive income		121			—		121			—
Other comprehensive loss, net of tax		(456	)		—		(456	)		—
Other comprehensive income (loss), net of tax
Unrealized income (loss) on restricted available-for-sale investments												(39	)		(577	)		238			(577	)
Other comprehensive income (loss), before tax												(39	)		(577	)		238			(577	)
Income taxes related to items of other comprehensive income (loss)												8			121			(50	)		121
Other comprehensive income (loss), net of tax												(31	)		(456	)		188			(456	)
Total comprehensive income	$	9,612		$	22,221	$	48,377		$	67,909	$	8,789		$	9,612		$	23,720		$	48,377


	Three Months Ended September 30, 2023
													Accumulated
	Common Stock						Additional Paid-In			Retained			Other Comprehensive			Treasury
	Shares			Amount			Capital			Earnings			Loss			Stock			Total
Balance, June 30, 2023		14,636		$	1,464		$	116,202		$	354,346		$	(367	)	$	(150,143	)	$	321,502
Cash dividends		—			—			—			(3,011	)		—			—			(3,011	)
Issuance of restricted stock awards		8			1			(1	)		—			—			—			—
Shares withheld related to net share settlement		(2	)		(1	)		(52	)		—			—			—			(53	)
Share-based compensation		—			—			3,358			—			—			—			3,358
Net income		—			—			—			8,820			—			—			8,820
Other comprehensive loss		—			—			—			—			(31	)		—			(31	)
Balance, September 30, 2023		14,642		$	1,464		$	119,507		$	360,155		$	(398	)	$	(150,143	)	$	330,585


	Three Months Ended September 30, 2022
												Accumulated
	Common Stock					Additional Paid-In			Retained			Other Comprehensive			Treasury
	Shares			Amount		Capital			Earnings			Loss			Stock			Total
Balance, June 30, 2022		14,390		$	1,439	$	108,345		$	338,943		$	—		$	(150,143	)	$	298,584
Cash dividends		—			—		—			(2,928	)		—			—			(2,928	)
Issuance of restricted stock awards		3			—		—			—			—			—			—
Shares withheld related to net share settlement		(2	)		—		(101	)		—			—			—			(101	)
Share-based compensation		—			—		3,286			—			—			—			3,286
Net income		—			—		—			10,068			—			—			10,068
Other comprehensive loss		—			—		—			—			(456	)		—			(456	)
Balance, September 30, 2022		14,391		$	1,439	$	111,530		$	346,083		$	(456	)	$	(150,143	)	$	308,453

	Three Months Ended September 30, 2021
													Accumulated
	Common Stock						Additional Paid-In			Retained			Other Comprehensive		Treasury
	Shares			Amount			Capital			Earnings			Loss		Stock			Total
Balance, June 30, 2021		14,141		$	1,414		$	105,509		$	268,172		$	—	$	(96,112	)	$	278,983
Cash dividends		—			—			—			(2,568	)		—		—			(2,568	)
Issuance of restricted stock awards		9			1			(1	)		—			—		—			—
Exercise of stock options		65			7			—			—			—		—			7
Repurchase of common stock		—			—			—			—			—		(21,984	)		(21,984	)
Shares withheld related to net share settlement		(38	)		(4	)		(1,106	)		—			—		—			(1,110	)
Share-based compensation		—			—			1,836			—			—		—			1,836
Short-swing profit disgorgement		—			—			81			—			—		—			81
Net income		—			—			—			22,221			—		—			22,221
Balance, September 30, 2021		14,177		$	1,418		$	106,319		$	287,825		$	—	$	(118,096	)	$	277,466


	Nine Months Ended September 30, 2022																					Nine Months Ended September 30, 2022
													Accumulated																					Accumulated
	Common Stock						Additional Paid-In			Retained			Other Comprehensive			Treasury						Common Stock						Additional Paid-In			Retained			Other Comprehensive			Treasury
	Shares			Amount			Capital			Earnings			Loss			Stock			Total			Shares			Amount			Capital			Earnings			Loss			Stock			Total
Balance, December 31, 2021		14,157		$	1,416		$	104,745		$	306,105		$	—		$	(129,530	)	$	282,736			14,157		$	1,416		$	104,745		$	306,105		$	—		$	(129,530	)	$	282,736
Cash dividends		—			—			—			(8,855	)		—			—			(8,855	)		—			—			—			(8,855	)		—			—			(8,855	)
Issuance of restricted stock awards		221			22			(22	)		—			—			—			—			221			22			(22	)		—			—			—			—
Exercise of stock options		61			6			—			—			—			—			6			61			6			—			—			—			—			6
Repurchase of common stock		—			—			—			—			—			(20,613	)		(20,613	)		—			—			—			—			—			(20,613	)		(20,613	)
Shares withheld related to net share settlement		(48	)		(5	)		(1,332	)		—			—			—			(1,337	)		(48	)		(5	)		(1,332	)		—			—			—			(1,337	)
Share-based compensation		—			—			8,139			—			—			—			8,139			—			—			8,139			—			—			—			8,139
Net income		—			—			—			48,833			—			—			48,833			—			—			—			48,833			—			—			48,833
Other comprehensive loss		—			—			—			—			(456	)		—			(456	)		—			—			—			—			(456	)		—			(456	)
Balance, September 30, 2022		14,391		$	1,439		$	111,530		$	346,083		$	(456	)	$	(150,143	)	$	308,453			14,391		$	1,439		$	111,530		$	346,083		$	(456	)	$	(150,143	)	$	308,453

	Nine Months Ended September 30, 2021
													Accumulated
	Common Stock						Additional Paid-In			Retained			Other Comprehensive		Treasury
	Shares			Amount			Capital			Earnings			Loss		Stock			Total
Balance, December 31, 2020		13,851		$	1,385		$	105,483		$	227,343		$	—	$	(62,088	)	$	272,123
Cash Dividends		—			—			—			(7,427	)		—		—			(7,427	)
Issuance of restricted stock awards		203			20			(20	)		—			—		—			—
Exercise of stock options		415			42			—			—			—		—			42
Repurchase of common stock		—			—			—			—			—		(56,008	)		(56,008	)
Shares withheld related to net share settlement		(292	)		(29	)		(4,490	)		—			—		—			(4,519	)
Share-based compensation		—			—			5,265			—			—		—			5,265
Short-swing profit disgorgement		—			—			81			—			—		—			81
Net income		—			—			—			67,909			—		—			67,909
Balance, September 30, 2021		14,177		$	1,418		$	106,319		$	287,825		$	—	$	(118,096	)	$	277,466


	September 30, 2022		December 31, 2021		September 30, 2021		September 30, 2023		December 31, 2022		September 30, 2022
Cash	$	3,140	$	10,507	$	8,146	$	7,413	$	3,873	$	3,140
Restricted cash		113,865		138,682		103,999		117,029		127,926		113,865
Total cash and restricted cash	$	117,005	$	149,189	$	112,145	$	124,442	$	131,799	$	117,005

	Net Finance Receivables by Origination Year
Dollars in thousands	2022 (1)		2021		2020		2019		2018		Prior		Total Net Finance Receivables
Small Loans:
FICO Band
1	$	57,153	$	20,032	$	2,457	$	436	$	57	$	9	$	80,144
2		37,764		12,933		1,190		120		8		3		52,018
3		48,470		14,291		1,115		110		—		1		63,987
4		56,299		16,167		1,080		84		—		1		73,631
5		59,472		18,181		1,151		57		—		—		78,861
6		96,610		32,606		2,310		31		—		1		131,558
Total small loans	$	355,768	$	114,210	$	9,303	$	838	$	65	$	15	$	480,199
Large Loans:
FICO Band
1	$	44,554	$	25,094	$	9,416	$	4,496	$	1,128	$	756	$	85,444
2		28,249		21,121		5,541		1,932		176		173		57,192
3		88,293		59,360		11,648		4,179		297		186		163,963
4		116,975		76,055		16,150		5,762		291		97		215,330
5		113,038		75,255		17,132		5,465		322		60		211,272
6		205,734		136,557		30,963		9,395		545		60		383,254
Total large loans	$	596,843	$	393,442	$	90,850	$	31,229	$	2,759	$	1,332	$	1,116,455
Retail Loans:
FICO Band
1	$	11	$	9	$	52	$	38	$	4	$	4	$	118
2		418		162		23		27		2		—		632
3		1,180		835		124		27		2		5		2,173
4		1,291		1,294		390		69		4		4		3,052
5		984		1,008		311		75		8		5		2,391
6		1,120		1,091		301		65		—		1		2,578
Total retail loans	$	5,004	$	4,399	$	1,201	$	301	$	20	$	19	$	10,944
Total Loans:
FICO Band
1	$	101,718	$	45,135	$	11,925	$	4,970	$	1,189	$	769	$	165,706
2		66,431		34,216		6,754		2,079		186		176		109,842
3		137,943		74,486		12,887		4,316		299		192		230,123
4		174,565		93,516		17,620		5,915		295		102		292,013
5		173,494		94,444		18,594		5,597		330		65		292,524
6		303,464		170,254		33,574		9,491		545		62		517,390
Total loans	$	957,615	$	512,051	$	101,354	$	32,368	$	2,844	$	1,366	$	1,607,598


	September 30, 2023
Dollars in thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted investments	$	23,014	$	—	$	(504	)	$	22,510


	September 30, 2022														September 30, 2023
	Less than 12 Months					12 Months or Longer				Total					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			Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
Restricted investments	$	20,290	$	(577	)	$	—	$	—	$	20,290	$	(577	)	$	4,051	$	—	$	18,459	$	(504	)	$	22,510	$	(504	)


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
Dollars in thousands	2023		2022			2023		2022
Balance at beginning of period	$	—	$	5,081		$	—	$	6,586
Purchases		—		—			—		—
Sales		—		(5,033	)		—		(19,720	)
Fair value adjustment included as an (increase) decrease in interest expense		—		(48	)		—		13,134
Balance at end of period	$	—	$	—		$	—	$	—


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in thousands, except per share amounts	2022		2021		2022		2021		2023		2022		2023		2022
Numerator:
Net income	$	10,068	$	22,221	$	48,833	$	67,909	$	8,820	$	10,068	$	23,532	$	48,833
Denominator:
Weighted-average shares outstanding for basic earnings per share		9,195		9,861		9,329		10,199		9,429		9,195		9,385		9,329
Effect of dilutive securities		331		683		409		601		221		331		228		409
Weighted-average shares adjusted for dilutive securities		9,526		10,544		9,738		10,800		9,650		9,526		9,613		9,738
Earnings per share:
Basic	$	1.09	$	2.25	$	5.23	$	6.66	$	0.94	$	1.09	$	2.51	$	5.23
Diluted	$	1.06	$	2.11	$	5.01	$	6.29	$	0.91	$	1.06	$	2.45	$	5.01

	~~Nine Months Ended~~ ~~September 30,~~
	~~2022 (1)~~		~~2021~~
~~Expected volatility~~		—		~~47.83~~	%
~~Expected dividends~~		—		~~2.63~~	%
~~Expected term (in years)~~		—		~~6.0~~
~~Risk-free rate~~		—		~~0.64~~	%


Dollars and shares in thousands, except per share amounts	Number of Shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		527		$	23.07
Granted		—			—
Exercised		(18	)		16.09
Forfeited		—			—
Expired		—			—
Options outstanding at September 30, 2023		509		$	23.32		5.2	$	2,657
Options exercisable at September 30, 2023		459		$	22.57		5.0	$	2,657


Dollars and units in thousands, except per unit amounts	Units		Weighted-Average Grant Date Fair Value Per Unit
Non-vested units at January 1, 2023		70	$	52.07
Granted		118		32.40
Achieved performance adjustment		—		—
Vested		—		—
Forfeited		—		—
Non-vested units at September 30, 2023		188	$	39.72

	Net Finance Receivables by Product
Dollars in thousands	3Q 22		3Q 21		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	480,199	$	419,602	$	60,597			14.4	%
Large loans		1,116,455		884,271		232,184			26.3	%
Retail loans		10,944		10,360		584			5.6	%
Total net finance receivables	$	1,607,598	$	1,314,233	$	293,365			22.3	%
Number of branches at period end		338		372		(34	)		(9.1	)%
Net finance receivables per branch	$	4,756	$	3,533	$	1,223			34.6	%


	Loans Originated for the Nine Months Ended									Loans Originated for the Nine Months Ended
Dollars in thousands	YTD 22		YTD 21		YoY $ Inc (Dec)		YoY % Inc (Dec)			YTD 23		YTD 22		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	481,644	$	426,715	$	54,929		12.9	%	$	432,018	$	481,644	$	(49,626	)		(10.3	)%
Large loans		682,110		600,871		81,239		13.5	%		695,084		682,110		12,974			1.9	%
Retail loans		7,206		5,645		1,561		27.7	%		146		7,206		(7,060	)		(98.0	)%
Total loans originated	$	1,170,960	$	1,033,231	$	137,729		13.3	%	$	1,127,248	$	1,170,960	$	(43,712	)		(3.7	)%

	Allowance for Credit Losses for the Nine Months Ended
Dollars in thousands	YTD 22			YTD 21
Beginning balance	$	159,300		$	150,000
Macroeconomic reserve build (release)		2,000			(14,900	)
General reserve build due to portfolio change		18,500			15,000
Ending balance	$	179,800		$	150,100
Allowance for credit losses as a percentage of net finance receivables		11.2	%		11.4	%

Period	Declaration Date	Record Date	Payment Date	Dividends Declared Per Common Share
1Q 22	February 9, 2022	February 23, 2022	March 16, 2022	$	0.30
2Q 22	May 4, 2022	May 25, 2022	June 15, 2022	$	0.30
3Q 22	August 3, 2022	August 24, 2022	September 15, 2022	$	0.30
Total				$	0.90


Revolving Credit Facility	Balance (in thousands)		Interest Payment Frequency	Rate Type	Floor			Margin			Effective Interest Rate			Balance (in thousands)		Interest Payment Frequency	Rate Type	Floor			Margin			Effective Interest Rate
Senior	$	113,448	Monthly	1-mo LIBOR		0.50	%		3.00	%		6.14	%	$	131,325	Monthly	1-month SOFR		0.50	%		3.00	%		8.43	%
RMR II Warehouse		20,290	Monthly	3-mo LIBOR		0.25	%		2.35	%		6.10	%
RMR IV Warehouse		37,130	Monthly	1-mo LIBOR		—			2.35	%		5.49	%		3,152	Monthly	1-month SOFR		—			2.80	%		8.23	%
RMR V Warehouse		65,273	Monthly	Conduit		—			2.20	%		5.28	%		26,628	Monthly	Conduit		—			2.75	%		8.31	%
RMR VI Warehouse															18,123	Monthly	1-month SOFR		—			2.50	%		7.93	%
RMR VII Warehouse															4,327	Monthly	1-month SOFR		—			3.00	%		8.43	%
Total	$	236,141												$	183,555