Regional Management Corp
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
RM$34.57-4.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements:
(i) Reports of Independent Registered Public Accounting Firms
(ii) Consolidated Balance Sheets at December 31, 2023 and December 31, 2022
(iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, December 31, 2022, and December 31, 2021
(iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, December 31, 2022, and December 31, 2021
(v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, December 31, 2022, and December 31, 2021
(vi) Notes to Consolidated Financial Statements
(2) Financial Statement Schedules: None. Financial statement schedules have been omitted because the required information is included in our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.
(3) Exhibits: The exhibits listed in the following index are filed as a part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · FiledHerewith · Form · FileNumber · Exhibit · FilingDate | |||||
| 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · FiledHerewith · Form · FileNumber · Exhibit · FilingDate | |||||
| 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · FiledHerewith · Form · FileNumber · Exhibit · FilingDate | |||||
| 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · FiledHerewith · Form · FileNumber · Exhibit · FilingDate | |||||
| 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · FiledHerewith · Form · FileNumber · Exhibit · FilingDate | |||||
| 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 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | FiledHerewith | Form | FileNumber | Exhibit | FilingDate |
| 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. | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP | X | ||||
| 23.2 | Consent of RSM US LLP | X | ||||
| 31.1 | Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer | X | ||||
| 31.2 | Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer | X | ||||
| 32.1 | Section 1350 Certifications | X | ||||
| 97.1 | Regional Management Corp. Dodd-Frank Act Compensation Recoupment (Clawback) Policy | X | ||||
| 101.INS | XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||||
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 | |||||
† Indicates a management contract or a compensatory plan, contract, or arrangement.
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