RM 10-K Annual Report Dec. 31, 2023 | Alphaminr
Regional Management Corp.
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RM 10-K Fiscal year ended Dec. 31, 2023

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REGIONAL MANAGEMENT CORP.
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CIK: 1519401
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1519401/000095017024050639/rm-20231231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of BusinessNote 2. Significant Accounting PoliciesNote 3. Concentrations Of Credit RiskNote 4. Finance Receivables, Credit Quality Information, and Allowance For Credit LossesNote 5. Restricted Available-for-sale InvestmentsNote 6. Property and EquipmentNote 7. LeasesNote 8. Intangible AssetsNote 9. Other AssetsNote 10. Interest Rate CapsNote 11. DebtNote 12. Stockholders EquityNote 13. Disclosure About Fair Value Of Financial InstrumentsNote 14. Income TaxesNote 15. Earnings Per ShareNote 16. Share-based CompensationNote 17. Commitments and ContingenciesNote 18. Insurance Products and Reinsurance Of Certain RisksNote 19. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Regional Management Corp. 8-K 001-35477 3.1 04/02/2012 3.2 Amended and Restated Bylaws of Regional Management Corp. 8-K 001-35477 3.2 04/02/2012 4.1 Indenture, dated September 23, 2020, by and among Regional Management Issuance Trust 2020-1, as issuer, Regional Management Corp., as servicer, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as account bank 8-K 001-35477 4.1 09/29/2020 4.2 Indenture, dated February 18, 2021, by and among Regional Management Issuance Trust 2021-1, as issuer, Regional Management Corp., as servicer, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as account bank 8-K 001-35477 4.1 02/23/2021 4.3 Indenture, dated July 22, 2021, by and among Regional Management Issuance Trust 2021-2, as issuer, Regional Management Corp., as servicer, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as account bank 8-K 001-35477 4.1 07/22/2021 4.4 Indenture, dated October 8, 2021, by and among Regional Management Issuance Trust 2021-3, as issuer, Regional Management Corp., as servicer, Wells Fargo Bank, N.A., as indenture trustee, and Wells Fargo Bank, N.A., as account bank 8-K 001-35477 4.1 10/12/2021 4.5 Indenture, dated February 22, 2022, by and among Regional Management Issuance Trust 2022-1, as issuer, Regional Management Corp., as servicer, and Computershare Trust Company National Association, as indenture trustee 8-K 001-35477 4.1 02/22/2022 4.6 Indenture, dated October 20, 2022, by and among Regional Management Issuance Trust 2022-2B, as issuer, Regional 8-K 001-35477 4.1 10/20/2022 Management Corp., as servicer, and Computershare Trust Company, N.A., as indenture trustee and securities intermediary 4.7 Description of Securities 10-K 001-35477 4.4 03/16/2020 10.1.1 Cooperation Agreement, dated as of January 26, 2018, by and between Basswood Capital Management, L.L.C. and the Company 8-K 001-35477 10.1 01/29/2018 10.1.2 Letter Agreement, dated November 28, 2022, by and between Regional Management Corp. and Basswood Capital Management, L.L.C. 8-K 001-35477 10.3 11/29/2022 10.2.1 Seventh Amended and Restated Loan and Security Agreement, dated September 20, 2019, by and among Regional Management Corp. and certain of its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as Agent 8-K 001-35477 10.1 09/20/2019 10.2.2 First Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of October 15, 2020, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 10/16/2020 10.2.3 Second Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of February 9, 2021, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 02/10/2021 10.2.4 Third Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of August 23, 2021, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 08/24/2021 10.2.5 Fourth Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of December 17, 2021, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 12/21/2021 10.2.6 Fifth Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of September 7, 2022, among Regional Management Corp. as a borrower and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 09/12/2022 10.2.7 Sixth Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of November 22, 2022, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 11/29/2022 10.2.8 Seventh Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of March 21, 2023, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 10-Q 001-35477 10.2 05/05/2023 10.2.9 Eighth Amendment to Seventh Amended and Restated Loan and Security Agreement, dated as of February 5, 2024, by and among Regional Management Corp. and its subsidiaries named as borrowers therein, the financial institutions named as lenders therein, and Wells Fargo Bank, National Association, as agent 8-K 001-35477 10.1 02/07/2024 10.3.1 Credit Agreement, dated April 19, 2021 by and among Regional Management Receivables IV, LLC, as borrower, Regional Management Corp., as servicer, the lenders and agents from time to time parties thereto, Wells Fargo Bank, National Association as account bank and backup servicer and Wells Fargo Bank, National Association as administration agent 8-K 001-35477 10.2 04/20/2021 10.3.2 Amendment No. 1 to the Credit Agreement, dated as of December 17, 2021, by and among Regional Management Corp., as servicer, Regional Management Receivables IV, LLC, as borrower, Wells Fargo Bank, National Association, as agent and committed lender and Wells Fargo Bank, National Association, as administrative agent 8-K 001-35477 10.3 12/21/2021 10.3.3 Amendment No. 2 to the Credit Agreement, dated as of August 11, 2022, by and among Regional Management Corp., as servicer, Regional Management Receivables IV, LLC, as borrower, Wells Fargo Bank, National Association, as agent and committed lender, and Wells Fargo Bank, National Association, as administrative agent 10-K 001-35477 10.4.3 02/24/2023 10.3.4 Amendment No. 3 to the Credit Agreement, dated as of September 7, 2022, by and among Regional Management Corp., as servicer, Regional Management Receivables IV, LLC, as borrower, Wells Fargo Bank, National Association, as agent and committed lender, and Wells Fargo Bank, National Association, as administrative agent 8-K 001-35477 10.3 09/12/2022 10.3.5 Amendment No. 4 to the Credit Agreement dated as of April 13, 2023, by and among Regional Management Corp., as servicer, Regional Management Receivables IV, LLC, as borrower, the lenders and agents party thereto, Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Bank, National Association, acting through its Corporate Trust Services division, as account bank and backup servicer 10-Q 001-35477 10.3 08/04/2023 10.3.6 Amendment No. 5 to the Credit Agreement dated as of May 15, 2023, by and among Regional Management Corp., as servicer, Regional Management Receivables IV, LLC, as borrower, the lenders and agents party thereto, Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Bank, National Association, acting through its Corporate Trust Services division, as account bank and backup servicer 8-K 001-35477 10.1 05/19/2023 10.4.1 Credit Agreement, dated April 28, 2021 by and among Regional Management Receivables V, LLC, as borrower, Regional Management Corp., as servicer, the lenders from time to time parties thereto, Wells Fargo Bank, National Association as account bank and backup servicer and JPMorgan Chase Bank, N.A. as administration agent 8-K 001-35477 10.1 04/29/2021 10.4.2 Amendment No.1 to the Credit Agreement, dated as of December 17, 2021, by and among Regional Management Corp., as servicer, Regional Management Receivables V, LLC, as borrower, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, acting as its corporate trust services division, including its successors and permitted assigns, as account bank and backup servicer, and JPMorgan Chase Bank, N.A., as administrative agent 8-K 001-35477 10.4 12/21/2021 10.4.3 Amendment No. 2 to the Credit Agreement, dated as of August 11, 2022, by and among Regional Management Corp., as servicer, Regional Management Receivables V, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo, National Association, acting as its corporate trust services division, as account bank and backup servicer 10-K 001-35477 10.5.3 02/24/2023 10.4.4 Amendment No. 3 to the Credit Agreement, dated as of September 30, 2022, by and among Regional Management Corp., as servicer, Regional Management Receivables V, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo, National Association, acting as its corporate trust services division, as account bank and backup servicer 10-K 001-35477 10.5.4 02/24/2023 10.4.5 Amendment No. 4 to the Credit Agreement, dated as of November 22, 2022, by and among Regional Management Corp., as servicer, Regional Management Receivables V, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo, National Association, acting as its corporate trust services division, as account bank and backup servicer 8-K 001-35477 10.2 11/29/2022 10.5 Credit Agreement, dated as of February 2, 2023, by and among Regional Management Corp., as servicer, Regional Management Receivables VI, LLC, as borrower, the lenders and agents parties thereto, Regions Bank, as administrative agent, and Computershare Trust Company, N.A., as securities intermediary and backup servicer 8-K 001-35477 10.1 02/08/2023 10.6 Credit Agreement, dated as of April 3, 2023, by and among Regional Management Corp., as servicer, Regional Management Receivables VII, LLC, as borrower, the lenders and agents parties thereto, BMO Capital Markets Corp., as administrative agent, and Computershare Trust Company, N.A., as securities intermediary and backup servicer 8-K 001-35477 10.1 04/06/2023 10.7 Sale and Servicing Agreement, dated September 23, 2020, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, Regional Management Issuance Trust 2020-1, as issuer, and Regional Management North Carolina Receivables Trust, acting thereunder solely with respect to the 2020-1A SUBI 8-K 001-35477 10.1 09/29/2020 10.8 Sale and Servicing Agreement, dated February 18, 2021, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, Regional Management Issuance Trust 2021-1, as issuer, and Regional Management North Carolina Receivables Trust, acting thereunder solely with respect to the 2021-1A SUBI 8-K 001-35477 10.1 02/23/2021 10.9 Sale and Servicing Agreement, dated July 22, 2021, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, Regional Management Issuance Trust 2021-2, as issuer, and Regional Management North Carolina Receivables Trust, acting thereunder solely with respect to the 2021-2A SUBI 8-K 001-35477 10.1 07/22/2021 10.10 Sale and Servicing Agreement, dated October 8, 2021, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, and Regional Management Issuance Trust 2021-3, as issuer 8-K 001-35477 10.1 10/12/2021 10.11 Sale and Servicing Agreement, dated February 22, 2022, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, Regional Management Issuance Trust 2022-1, as issuer, and Regional Management North Carolina Receivables Trust, acting thereunder solely with respect to the 2022-1A SUBI 8-K 001-35477 10.1 02/22/2022 10.12 Sale and Servicing Agreement, dated October 20, 2022, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, Regional Management Issuance Trust 2022-2B, as issuer, and Regional Management North Carolina Receivables Trust, acting thereunder solely with respect to the 2022-2B SUBI 8-K 001-35477 10.1 10/20/2022 10.13.1 Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective May 20, 2021) 8-K 001-35477 10.1 05/21/2021 10.13.2 Declaration of Amendment to Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective May 20, 2021) 10-Q 001-35477 10.1 05/06/2022 10.13.3 Form of Nonqualified Stock Option Agreement under the 2015 Long-Term Incentive Plan (form for grants prior to April 27, 2017) 8-K 001-35477 10.3 04/28/2015 10.13.4 Form of Nonqualified Stock Option Agreement under the 2015 Long-Term Incentive Plan (form for grants on or after April 27, 2017) 8-K 001-35477 10.2 05/02/2017 10.13.5 Form of Performance-Contingent Restricted Stock Unit Award Agreement under the 2015 Long-Term Incentive Plan 8-K 001-35477 10.3 05/02/2017 10.13.6 Form of Cash-Settled Performance Unit Award Agreement under the 2015 Long-Term Incentive Plan 8-K 001-35477 10.4 05/02/2017 10.13.7 Form of Restricted Stock Award Agreement under the 2015 Long-Term Incentive Plan 8-K 001-35477 10.5 05/02/2017 10.13.8 Form of Stock Award Agreement under the 2015 Long-Term Incentive Plan 8-K 001-35477 10.6 05/02/2017 10.13.9 Form of Performance Restricted Stock Unit Award Agreement 8-K 001-35477 10.1 02/18/2022 10.14 Regional Management Corp. Annual Incentive Plan (as amended and restated effective March 23, 2015) 8-K 001-35477 10.2 04/28/2015 10.15 Form of Key Team Member Incentive Program Agreement 8-K 001-35477 10.2 09/29/2020 10.16 Summary of Non-Employee Director Compensation Program 10-K 001-35477 10.16 03/04/2022 10.17 Regional Management Corp. Executive Severance and Change in Control Plan 8-K 001-35477 10.1 04/10/2023 10.18 Form of Retention Award Agreement 8-K 001-35477 10.1 03/13/2015 16.1 Letter from RSM US LLP, dated November 2, 2021 8-K 001-35477 16.1 11/02/2021 21.1 Subsidiaries of Regional Management Corp. 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of RSM US LLP 31.1 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer 31.2 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer 32.1 Section 1350 Certifications 97.1 Regional Management Corp. Dodd-Frank Act Compensation Recoupment (Clawback) Policy