Regional Management Corp. and Subsidiaries
The following table presents the assets and liabilities of our consolidated variable interest entities:
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
The following table reconciles cash and restricted cash from the Consolidated Balance Sheets to the statements above:
See accompanying notes to consolidated financial statements.
Regional Management Corp. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Nature of Business
Regional Management Corp. (the “Company”) was incorporated and began operations in 1987. The Company is engaged in the consumer finance business, offering small loans, large loans, retail loans, and related payment and collateral protection insurance products. As of March 31, 2022, the Company operated 354 branch locations under the name “Regional Finance” in 14 states across the United States.
The Company’s small loan portfolio is comprised of branch small loan receivables and convenience check receivables. Branch small loan receivables are direct loans to customers and are secured by non-essential household goods and, in some instances, an automobile. Convenience checks are direct loans originated by mailing checks to customers based on a pre-screening process that includes a review of the prospective customer’s credit profile provided by national credit reporting bureaus or data aggregators. A recipient of a convenience check is able to enter into a loan by endorsing and depositing or cashing the check. Large loan receivables are direct loans to customers, some of which are convenience check receivables and the vast majority of which are secured by non-essential household goods, automobiles, and/or other vehicles. Retail loan receivables consist principally of retail installment sales contracts collateralized by the purchased furniture, appliances, and other retail items and are initiated by and purchased from retailers, subject to the Company’s credit approval.
The Company’s loan volume and contractual delinquency follow seasonal trends. Demand for the Company’s small and large loans is typically highest during the second, third, and fourth quarters, which the Company believes is largely due to customers borrowing money for vacation, back-to-school, and holiday spending. Loan demand has generally been the lowest during the first quarter, which the Company believes is largely due to the timing of income tax refunds. Delinquencies generally reach their lowest point in the first 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, the Company experiences seasonal fluctuations in its operating results and cash needs. However, changes in borrower assistance programs and customer access to external economic stimulus measures related to the COVID-19 pandemic have impacted the Company’s typical seasonal trends for loan volume and delinquency.
Note 2. Basis of Presentation and Significant Accounting Policies
Basis of presentation: The consolidated financial statements of the Company have been prepared in accordance with the Securities and Exchange Commission (the “SEC”) regulations and U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and, accordingly, do not include all information and note disclosures required by GAAP for complete financial statements. The interim financial statements in this Quarterly Report on Form 10-Q have not been audited by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows in accordance with GAAP. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC.
Significant accounting policies: The following is a description of significant accounting policies used in preparing the financial statements. The accounting and reporting policies of the Company are in accordance with GAAP.
Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates through a separate wholly-owned subsidiary in each state. The Company also consolidates variable interest entities (each, a “VIE”) when it is considered to be the primary beneficiary of the VIE because it has (i) power over the significant activities of the VIE and (ii) the obligation to absorb losses or the right to receive returns that could be significant to the VIE.
Variable interest entities: The Company transfers pools of loans to wholly-owned, bankruptcy-remote, special purpose entities (each, an “SPE”) to secure debt for general funding purposes. These entities have the limited purpose of acquiring finance receivables and holding and making payments on the related debts. Assets transferred to each SPE are legally isolated from the Company and its affiliates, as well as the claims of the Company’s 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. The Company continues to service the finance receivables transferred to the SPEs. The lenders and investors in the debt issued by the SPEs generally only have recourse to the assets of the SPEs and do not have recourse to the general credit of the Company.
8
The SPEs’ debt arrangements are structured to provide credit enhancements to the lenders and investors, which may include overcollateralization, subordination of interests, excess spread, and reserve funds. These enhancements, along with the isolated finance receivables pools, increase the creditworthiness of the SPEs above that of the Company as a whole. This increases the marketability of the Company’s collateral for borrowing purposes, leading to more favorable borrowing terms, improved interest rate risk management, and additional flexibility to grow the business.
The SPEs are considered VIEs under GAAP and are consolidated into the financial statements of their primary beneficiary. The Company is considered to be the primary beneficiary of the SPEs 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.
Consolidation of VIEs results in these transactions being accounted for as secured borrowings; therefore, the pooled receivables and the related debts remain on the consolidated balance sheet of the Company. Each debt is secured solely by the assets of the VIEs and not by any other assets of the Company. The assets of the VIEs are the only source of funds for repayment on each debt, and restricted cash held by the VIEs can only be used to support payments on the debt. The Company recognizes revenue and provision for credit losses on the finance receivables of the VIEs and interest expense on the related secured debt.
Use of estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities for the periods indicated in the financial statements. Actual results could differ from those estimates.
Estimates that are susceptible to change relate to the determination of the allowance for credit losses, the valuation of deferred tax assets and liabilities, and the fair value of financial instruments.
Reclassifications: Certain prior-period amounts have been reclassified to conform to the current presentation. Such reclassifications had no impact on previously reported net income or stockholders’ equity.
Revision: Subsequent to issuance of the March 31, 2021 financial statements, the Company concluded that certain cash flow statement line items should be broken out to reflect cash receipts and cash payments on a gross basis, rather than net. As a result, the net originations of finance receivables, net advances (payments) on senior revolving credit facility, net advances (payments) on revolving warehouse credit facilities, and net advances on securitizations line items have been updated to reflect a gross presentation. The Company also concluded that the amortization of deferred origination fees and costs, accrued interest receivables, and unearned insurance premiums included in the net originations of finance receivables (previously in investing activities) and accrued interest payables included in debt (previously in financing activities) should be included in operating activities. These changes will classify cash flows related to interest received on finance receivables and interest paid on debt as operating activities and cash flows related to net loan origination fees and costs as investing activities. To correct these classification errors, amounts previously reported have been reclassified for the three months ended March 31, 2021. Impacts for the three months ended March 31, 2021 included a decrease in net cash provided by operating activities of $7.3 million, an increase in net cash provided by investing activities of $6.9 million, and a decrease in net cash used in financing activities of $0.4 million.
Net finance receivables: Generally, the Company classifies finance receivables as held for investment based on management’s intent at the time of origination. The Company determines classification on a receivable-by-receivable basis. The Company classifies finance receivables as held for investment due to its ability and intent to hold them until their contractual maturities. Net finance receivables consist of the Company’s installment loans. The Company carries net finance receivables at amortized cost, which includes remaining principal balance, accrued interest, and net unamortized deferred origination costs and unamortized fees.
Allowance for credit losses: The allowance for credit losses is based on historical credit experience, current conditions, and reasonable and supportable economic forecasts. The historical loss experience is adjusted for quantitative and qualitative factors that are not fully reflected in the historical data. In determining its estimate of expected credit losses, the Company evaluates information related to credit metrics, changes in its 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.
The Company selected a static pool Probability of Default (“PD”) / Loss Given Default (“LGD”) model to estimate its base allowance for credit losses, in which the estimated loss is equal to the product of PD and LGD. Historical static pools of net finance receivables are tracked over the term of the pools to identify the incidences of loss (PDs) and the average severity of losses (LGDs).
To enhance the precision of the allowance for credit loss estimate, the Company evaluates its finance receivable portfolio on a pool basis and segments each pool of finance receivables with similar credit risk characteristics. As part of its evaluation, the Company considers loan portfolio characteristics such as product type, loan size, loan term, internal or external credit scores, delinquency
9
status, geographical location, and vintage. Based on analysis of historical loss experience, the Company selected the following segmentation: product type, Fair Isaac Corporation (“FICO”) score, and delinquency status.
As finance receivables are originated, provisions for credit losses are recorded in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for estimated losses over the contractual life of the finance receivables (considering the effect of prepayments). Subsequent changes to the contractual terms that are a result of re-underwriting are not included in the finance receivable’s contractual life (considering the effect of prepayments). The Company uses its segmentation loss experience to forecast expected credit losses. Historical information about losses generally provides a basis for the estimate of expected credit losses. The Company also considers the need to adjust historical information to reflect the extent to which current conditions differ from the conditions that existed for the period over which historical information was evaluated. These adjustments to historical loss information may be qualitative or quantitative in nature.
Reasonable and supportable macroeconomic forecasts are required for the Company’s allowance for credit loss model. The Company engaged a major rating service to assist with compiling a reasonable and supportable forecast. The Company reviews macroeconomic forecasts to use in its allowance for credit losses. The Company adjusts the historical loss experience by relevant qualitative factors for these expectations. The Company does not require reversion adjustments, as the contractual lives of its portfolio (considering the effect of prepayments) are shorter than its reasonable and supportable forecast periods.
The Company charges credit losses against the allowance when an account reaches 180 days contractually delinquent, subject to certain exceptions. The Company’s non-titled customer accounts in a confirmed bankruptcy are charged off in the month following the bankruptcy notification or at 60 days contractually delinquent, subject to certain exceptions. Deceased borrower accounts are charged off in the month following the proper notification of passing, with the exception of borrowers with credit life insurance. Subsequent recoveries of amounts charged off, if any, are credited to the allowance.
Troubled Debt Restructurings: The Company classifies a finance receivable as a troubled debt restructuring (each, a “TDR”) when the Company modifies the finance receivable’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and grants a concession that it would not otherwise consider (including Chapter 13 bankruptcies and delinquent renewals). Modifications primarily include an interest rate reduction and term extension to reduce the borrower’s monthly payment. Once a loan is classified as a TDR, it remains a TDR for the purpose of calculating the allowance for credit losses for the remainder of its contractual term.
The Company establishes its allowance for credit losses related to its TDRs by calculating the present value of all expected cash flows (discounted at the finance receivable’s effective interest rate prior to modification) less the amortized costs of the aggregated pool. The Company uses the modified interest rates and certain assumptions, including expected credit losses and recoveries, to estimate the expected cash flows from its TDRs.
Nonaccrual status: Accrual of interest income on finance receivables is suspended when an account becomes 90 days delinquent. If the account is charged off, the accrued interest income is reversed as a reduction of interest and fee income. Interest received on such loans is accounted for on the cash-basis method, until qualifying for return to accrual. Under the cash-basis method, interest income is recorded when the payment is received. Loans resume accruing interest when the past due status is brought below 90 days. The Company made a policy election to not record an allowance for credit losses related to accrued interest because it has nonaccrual and charge-off policies that result in the timely suspension and reversal of accrued interest.
Finance receivable origination fees and costs: Non-refundable fees received and direct costs (personnel and digital loan origination costs) incurred for the origination of finance receivables are deferred and recognized to interest income over their contractual lives using the constant yield method. Unamortized amounts are recognized in interest income at the time that finance receivables are paid in full, renewed, or charged off.
Share-based compensation: The Company measures compensation cost for share-based awards at estimated fair value and recognizes compensation expense over the service period for awards expected to vest. The Company uses the closing stock price on the date of grant as the fair value of restricted stock awards. The fair value of stock options is determined using the Black-Scholes valuation model and the fair value of Performance Restricted Stock Units is determined using the Monte Carlo valuation model. The Black-Scholes and Monte Carlo models require the input of assumptions, including expected volatility, expected dividends, expected life, risk-free interest rate, and a discount associated with post-vest holding restrictions, changes to which can affect the fair value estimate. Expected volatility is based on the Company’s historical stock price volatility. Expected dividends are calculated using the expected dividend yield (annualized dividends divided by the grant date stock price). The expected term for stock options is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. The risk-free rate is based on the zero-coupon U.S. Treasury bond rate over the expected term of the awards. The estimated discount associated with post-vest holding restrictions is calculated using a blend of the Finnerty and Chaffe models. In addition, the estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual
10
results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised.
Recent accounting pronouncements: 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, and early adoption is permitted. The Company is currently evaluating the potential impact of this update 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 |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
Small loans |
|
$ |
438,153 |
|
|
$ |
445,023 |
|
Large loans |
|
|
997,226 |
|
|
|
970,694 |
|
Retail loans |
|
|
10,692 |
|
|
|
10,540 |
|
Net finance receivables |
|
$ |
1,446,071 |
|
|
$ |
1,426,257 |
|
Net finance receivables included net deferred origination fees and costs of $13.8 million and $14.2 million as of March 31, 2022 and December 31, 2021, 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 FICO band category includes the lowest FICO scores, while the sixth FICO band category includes the highest FICO scores.
11
Net finance receivables by product, FICO band, and origination year as of March 31, 2022 are as follows:
|
|
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 |
|
$ |
21,418 |
|
|
$ |
50,274 |
|
|
$ |
6,874 |
|
|
$ |
1,279 |
|
|
$ |
118 |
|
|
$ |
21 |
|
|
$ |
79,984 |
|
2 |
|
|
14,464 |
|
|
|
34,720 |
|
|
|
3,438 |
|
|
|
485 |
|
|
|
19 |
|
|
|
5 |
|
|
|
53,131 |
|
3 |
|
|
17,614 |
|
|
|
37,470 |
|
|
|
3,667 |
|
|
|
416 |
|
|
|
8 |
|
|
|
1 |
|
|
|
59,176 |
|
4 |
|
|
19,245 |
|
|
|
40,737 |
|
|
|
3,847 |
|
|
|
364 |
|
|
|
9 |
|
|
|
3 |
|
|
|
64,205 |
|
5 |
|
|
19,634 |
|
|
|
42,226 |
|
|
|
4,842 |
|
|
|
320 |
|
|
|
— |
|
|
|
2 |
|
|
|
67,024 |
|
6 |
|
|
32,547 |
|
|
|
71,339 |
|
|
|
10,351 |
|
|
|
393 |
|
|
|
— |
|
|
|
3 |
|
|
|
114,633 |
|
Total small loans |
|
$ |
124,922 |
|
|
$ |
276,766 |
|
|
$ |
33,019 |
|
|
$ |
3,257 |
|
|
$ |
154 |
|
|
$ |
35 |
|
|
$ |
438,153 |
|
Large Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FICO Band |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
$ |
12,424 |
|
|
$ |
36,253 |
|
|
$ |
15,370 |
|
|
$ |
7,791 |
|
|
$ |
2,036 |
|
|
$ |
1,419 |
|
|
$ |
75,293 |
|
2 |
|
|
8,112 |
|
|
|
34,675 |
|
|
|
9,860 |
|
|
|
3,602 |
|
|
|
417 |
|
|
|
290 |
|
|
|
56,956 |
|
3 |
|
|
28,262 |
|
|
|
96,173 |
|
|
|
20,344 |
|
|
|
8,651 |
|
|
|
841 |
|
|
|
330 |
|
|
|
154,601 |
|
4 |
|
|
35,775 |
|
|
|
118,462 |
|
|
|
27,579 |
|
|
|
11,273 |
|
|
|
971 |
|
|
|
195 |
|
|
|
194,255 |
|
5 |
|
|
34,335 |
|
|
|
113,313 |
|
|
|
28,051 |
|
|
|
10,665 |
|
|
|
1,076 |
|
|
|
132 |
|
|
|
187,572 |
|
6 |
|
|
60,554 |
|
|
|
199,580 |
|
|
|
48,841 |
|
|
|
17,528 |
|
|
|
1,905 |
|
|
|
141 |
|
|
|
328,549 |
|
Total large loans |
|
$ |
179,462 |
|
|
$ |
598,456 |
|
|
$ |
150,045 |
|
|
$ |
59,510 |
|
|
$ |
7,246 |
|
|
$ |
2,507 |
|
|
$ |
997,226 |
|
Retail Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FICO Band |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
$ |
— |
|
|
$ |
17 |
|
|
$ |
104 |
|
|
$ |
121 |
|
|
$ |
12 |
|
|
$ |
3 |
|
|
$ |
257 |
|
2 |
|
|
127 |
|
|
|
212 |
|
|
|
59 |
|
|
|
91 |
|
|
|
5 |
|
|
|
1 |
|
|
|
495 |
|
3 |
|
|
330 |
|
|
|
1,214 |
|
|
|
254 |
|
|
|
90 |
|
|
|
5 |
|
|
|
7 |
|
|
|
1,900 |
|
4 |
|
|
386 |
|
|
|
1,712 |
|
|
|
652 |
|
|
|
225 |
|
|
|
26 |
|
|
|
6 |
|
|
|
3,007 |
|
5 |
|
|
296 |
|
|
|
1,402 |
|
|
|
536 |
|
|
|
222 |
|
|
|
23 |
|
|
|
6 |
|
|
|
2,485 |
|
6 |
|
|
301 |
|
|
|
1,511 |
|
|
|
537 |
|
|
|
187 |
|
|
|
9 |
|
|
|
3 |
|
|
|
2,548 |
|
Total retail loans |
|
$ |
1,440 |
|
|
$ |
6,068 |
|
|
$ |
2,142 |
|
|
$ |
936 |
|
|
$ |
80 |
|
|
$ |
26 |
|
|
$ |
10,692 |
|
Total Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FICO Band |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
$ |
33,842 |
|
|
$ |
86,544 |
|
|
$ |
22,348 |
|
|
$ |
9,191 |
|
|
$ |
2,166 |
|
|
$ |
1,443 |
|
|
$ |
155,534 |
|
2 |
|
|
22,703 |
|
|
|
69,607 |
|
|
|
13,357 |
|
|
|
4,178 |
|
|
|
441 |
|
|
|
296 |
|
|
|
110,582 |
|
3 |
|
|
46,206 |
|
|
|
134,857 |
|
|
|
24,265 |
|
|
|
9,157 |
|
|
|
854 |
|
|
|
338 |
|
|
|
215,677 |
|
4 |
|
|
55,406 |
|
|
|
160,911 |
|
|
|
32,078 |
|
|
|
11,862 |
|
|
|
1,006 |
|
|
|
204 |
|
|
|
261,467 |
|
5 |
|
|
54,265 |
|
|
|
156,941 |
|
|
|
33,429 |
|
|
|
11,207 |
|
|
|
1,099 |
|
|
|
140 |
|
|
|
257,081 |
|
6 |
|
|
93,402 |
|
|
|
272,430 |
|
|
|
59,729 |
|
|
|
18,108 |
|
|
|
1,914 |
|
|
|
147 |
|
|
|
445,730 |
|
Total loans |
|
$ |
305,824 |
|
|
$ |
881,290 |
|
|
$ |
185,206 |
|
|
$ |
63,703 |
|
|
$ |
7,480 |
|
|
$ |
2,568 |
|
|
$ |
1,446,071 |
|
(1) |
Includes loans originated during the three months ended March 31, 2022. |
12
Net finance receivables by product, FICO band, and origination year as of December 31, 2021 are as follows:
|
|
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 |
|
13
The contractual delinquency of the net finance receivables portfolio by product and aging for the periods indicated are as follows:
|
|
March 31, 2022 |
|
|
|
Small |
|
|
Large |
|
|
Retail |
|
|
Total |
|
Dollars in thousands |
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Current |
|
$ |
367,823 |
|
|
|
83.9 |
% |
|
$ |
891,666 |
|
|
|
89.4 |
% |
|
$ |
8,878 |
|
|
|
83.0 |
% |
|
$ |
1,268,367 |
|
|
|
87.7 |
% |
1 to 29 days past due |
|
|
35,469 |
|
|
|
8.1 |
% |
|
|
59,185 |
|
|
|
5.9 |
% |
|
|
1,035 |
|
|
|
9.7 |
% |
|
|
95,689 |
|
|
|
6.6 |
% |
Delinquent accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 to 59 days |
|
|
7,251 |
|
|
|
1.7 |
% |
|
|
12,352 |
|
|
|
1.2 |
% |
|
|
215 |
|
|
|
2.0 |
% |
|
|
19,818 |
|
|
|
1.4 |
% |
60 to 89 days |
|
|
6,272 |
|
|
|
1.4 |
% |
|
|
9,966 |
|
|
|
1.0 |
% |
|
|
152 |
|
|
|
1.4 |
% |
|
|
16,390 |
|
|
|
1.1 |
% |
90 to 119 days |
|
|
6,945 |
|
|
|
1.6 |
% |
|
|
8,553 |
|
|
|
0.9 |
% |
|
|
138 |
|
|
|
1.4 |
% |
|
|
15,636 |
|
|
|
1.1 |
% |
120 to 149 days |
|
|
7,159 |
|
|
|
1.6 |
% |
|
|
8,020 |
|
|
|
0.8 |
% |
|
|
143 |
|
|
|
1.3 |
% |
|
|
15,322 |
|
|
|
1.1 |
% |
150 to 179 days |
|
|
7,234 |
|
|
|
1.7 |
% |
|
|
7,484 |
|
|
|
0.8 |
% |
|
|
131 |
|
|
|
1.2 |
% |
|
|
14,849 |
|
|
|
1.0 |
% |
Total delinquency |
|
$ |
34,861 |
|
|
|
8.0 |
% |
|
$ |
46,375 |
|
|
|
4.7 |
% |
|
$ |
779 |
|
|
|
7.3 |
% |
|
$ |
82,015 |
|
|
|
5.7 |
% |
Total net finance receivables |
|
$ |
438,153 |
|
|
|
100.0 |
% |
|
$ |
997,226 |
|
|
|
100.0 |
% |
|
$ |
10,692 |
|
|
|
100.0 |
% |
|
$ |
1,446,071 |
|
|
|
100.0 |
% |
Net finance receivables in nonaccrual status |
|
$ |
21,975 |
|
|
|
5.0 |
% |
|
$ |
25,935 |
|
|
|
2.6 |
% |
|
$ |
463 |
|
|
|
4.3 |
% |
|
$ |
48,373 |
|
|
|
3.3 |
% |
|
|
December 31, 2021 |
|
|
|
Small |
|
|
Large |
|
|
Retail |
|
|
Total |
|
Dollars in thousands |
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Current |
|
$ |
366,775 |
|
|
|
82.5 |
% |
|
$ |
861,855 |
|
|
|
88.8 |
% |
|
$ |
8,535 |
|
|
|
81.0 |
% |
|
$ |
1,237,165 |
|
|
|
86.7 |
% |
1 to 29 days past due |
|
|
38,454 |
|
|
|
8.6 |
% |
|
|
64,491 |
|
|
|
6.6 |
% |
|
|
1,256 |
|
|
|
11.9 |
% |
|
|
104,201 |
|
|
|
7.3 |
% |
Delinquent accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 to 59 days |
|
|
11,244 |
|
|
|
2.5 |
% |
|
|
13,777 |
|
|
|
1.5 |
% |
|
|
262 |
|
|
|
2.5 |
% |
|
|
25,283 |
|
|
|
1.9 |
% |
60 to 89 days |
|
|
9,436 |
|
|
|
2.1 |
% |
|
|
10,788 |
|
|
|
1.1 |
% |
|
|
171 |
|
|
|
1.6 |
% |
|
|
20,395 |
|
|
|
1.4 |
% |
90 to 119 days |
|
|
7,868 |
|
|
|
1.8 |
% |
|
|
7,971 |
|
|
|
0.8 |
% |
|
|
123 |
|
|
|
1.2 |
% |
|
|
15,962 |
|
|
|
1.0 |
% |
120 to 149 days |
|
|
5,897 |
|
|
|
1.3 |
% |
|
|
6,480 |
|
|
|
0.7 |
% |
|
|
89 |
|
|
|
0.8 |
% |
|
|
12,466 |
|
|
|
0.9 |
% |
150 to 179 days |
|
|
5,349 |
|
|
|
1.2 |
% |
|
|
5,332 |
|
|
|
0.5 |
% |
|
|
104 |
|
|
|
1.0 |
% |
|
|
10,785 |
|
|
|
0.8 |
% |
Total delinquency |
|
$ |
39,794 |
|
|
|
8.9 |
% |
|
$ |
44,348 |
|
|
|
4.6 |
% |
|
$ |
749 |
|
|
|
7.1 |
% |
|
$ |
84,891 |
|
|
|
6.0 |
% |
Total net finance receivables |
|
$ |
445,023 |
|
|
|
100.0 |
% |
|
$ |
970,694 |
|
|
|
100.0 |
% |
|
$ |
10,540 |
|
|
|
100.0 |
% |
|
$ |
1,426,257 |
|
|
|
100.0 |
% |
Net finance receivables in nonaccrual status |
|
$ |
21,285 |
|
|
|
4.8 |
% |
|
$ |
23,495 |
|
|
|
2.4 |
% |
|
$ |
390 |
|
|
|
3.7 |
% |
|
$ |
45,170 |
|
|
|
3.2 |
% |
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 March 31, 2022 and 2021, the Company reversed $3.7 million and $2.4 million of accrued interest as reductions of interest and fee income, respectively.
The following is a reconciliation of the allowance for credit losses by product for the three months ended March 31, 2022 and 2021:
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 |
|
|
12,646 |
|
|
|
17,952 |
|
|
|
260 |
|
|
|
30,858 |
|
Credit losses |
|
|
(16,255 |
) |
|
|
(16,260 |
) |
|
|
(265 |
) |
|
|
(32,780 |
) |
Recoveries |
|
|
645 |
|
|
|
747 |
|
|
|
30 |
|
|
|
1,422 |
|
Ending balance at March 31, 2022 |
|
$ |
58,330 |
|
|
$ |
98,933 |
|
|
$ |
1,537 |
|
|
$ |
158,800 |
|
Net finance receivables at March 31, 2022 |
|
$ |
438,153 |
|
|
$ |
997,226 |
|
|
$ |
10,692 |
|
|
$ |
1,446,071 |
|
Allowance as percentage of net finance receivables at March 31, 2022 |
|
|
13.3 |
% |
|
|
9.9 |
% |
|
|
14.4 |
% |
|
|
11.0 |
% |
14
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 |
|
|
4,761 |
|
|
|
6,728 |
|
|
|
(127 |
) |
|
|
11,362 |
|
Credit losses |
|
|
(10,973 |
) |
|
|
(11,340 |
) |
|
|
(456 |
) |
|
|
(22,769 |
) |
Recoveries |
|
|
475 |
|
|
|
503 |
|
|
|
29 |
|
|
|
1,007 |
|
Ending balance at March 31, 2021 |
|
$ |
53,673 |
|
|
$ |
83,949 |
|
|
$ |
1,978 |
|
|
$ |
139,600 |
|
Net finance receivables at March 31, 2021 |
|
$ |
371,188 |
|
|
$ |
722,474 |
|
|
$ |
11,941 |
|
|
$ |
1,105,603 |
|
Allowance as percentage of net finance receivables at March 31, 2021 |
|
|
14.5 |
% |
|
|
11.6 |
% |
|
|
16.6 |
% |
|
|
12.6 |
% |
The decrease in our allowance for credit losses for the three months ended March 31, 2022 was primarily due to a $1.1 million release for improvements in our economic forecasts related to continued stabilization of unemployment rates, partially offset by the $0.6 million build for growth in our large loan portfolio. The decrease in our allowance for credit losses for the three months ended March 31, 2021 was primarily due to $6.6 million release for improvements in our economic forecasts related to decreases in unemployment rates and continued stimulus payments and a $3.8 million release for portfolio liquidation. 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 a loan as a TDR finance receivable when the Company modifies a loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and grants a concession that it would not otherwise consider.
The amount of TDR net finance receivables and the related TDR allowance for credit losses for the periods indicated are as follows:
|
|
March 31, 2022 |
|
|
March 31, 2021 |
|
Dollars in thousands |
|
TDR Net Finance Receivables |
|
|
TDR Allowance for Credit Losses |
|
|
TDR Net Finance Receivables |
|
|
TDR Allowance for Credit Losses |
|
Small loans |
|
$ |
3,249 |
|
|
$ |
1,078 |
|
|
$ |
4,391 |
|
|
$ |
1,862 |
|
Large loans |
|
|
13,295 |
|
|
|
3,782 |
|
|
|
14,646 |
|
|
|
4,964 |
|
Retail loans |
|
|
58 |
|
|
|
19 |
|
|
|
70 |
|
|
|
29 |
|
Total |
|
$ |
16,602 |
|
|
$ |
4,879 |
|
|
$ |
19,107 |
|
|
$ |
6,855 |
|
The following table provides the number and amount of net finance receivables modified and classified as TDRs during the periods presented:
|
|
Three Months Ended |
|
|
|
March 31, 2022 |
|
|
March 31, 2021 |
|
Dollars in thousands |
|
Number of Loans |
|
|
TDR Net Finance Receivables (1) |
|
|
Number of Loans |
|
|
TDR Net Finance Receivables (1) |
|
Small loans |
|
|
766 |
|
|
$ |
1,464 |
|
|
|
787 |
|
|
$ |
1,455 |
|
Large loans |
|
|
760 |
|
|
|
4,043 |
|
|
|
623 |
|
|
|
3,131 |
|
Retail loans |
|
|
3 |
|
|
|
5 |
|
|
|
2 |
|
|
|
4 |
|
Total |
|
|
1,529 |
|
|
$ |
5,512 |
|
|
|
1,412 |
|
|
$ |
4,590 |
|
(1) Represents the post-modification net finance receivables balance of loans that have been modified during the period and resulted in a TDR.
15
The following table provides the number of accounts and balance of finance receivables that subsequently defaulted within the periods indicated (that were modified as a TDR in the preceding 12 months). The Company defines payment default as 90 days past due for this disclosure. The respective amounts and activity for the periods indicated are as follows:
|
|
Three Months Ended |
|
|
|
March 31, 2022 |
|
|
March 31, 2021 |
|
Dollars in thousands |
|
Number of Loans |
|
|
TDR Net Finance Receivables (1) |
|
|
Number of Loans |
|
|
TDR Net Finance Receivables (1) |
|
Small loans |
|
|
254 |
|
|
$ |
478 |
|
|
|
266 |
|
|
$ |
458 |
|
Large loans |
|
|
210 |
|
|
|
1,212 |
|
|
|
160 |
|
|
|
802 |
|
Retail loans |
|
|
2 |
|
|
|
6 |
|
|
|
2 |
|
|
|
4 |
|
Total |
|
|
466 |
|
|
$ |
1,696 |
|
|
|
428 |
|
|
$ |
1,264 |
|
(1) Only includes defaults occurring within 12 months of a loan being designated as a TDR. Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.
Note 4. Interest Rate Caps
The Company has interest rate cap contracts with an aggregate notional principal amount of $550.0 million. Each contract is collateralizable and contains a strike rate against the one-month LIBOR (0.45% and 0.10% as of March 31, 2022 and December 31, 2021, respectively). When the one-month LIBOR exceeds the strike rate, the counterparty reimburses the Company for the excess over the strike rate. No payment is required by the Company or the counterparty when the one-month LIBOR is below the strike rate. Each of the Company’s interest rate cap contracts include a process to transition from LIBOR to a new benchmark in certain circumstances. The following is a summary of the Company’s interest rate caps as of March 31, 2022:
|
|
|
|
|
|
|
|
|
|
Notional Amount |
|
Execution Date |
|
Effective Date |
|
Maturity Date |
|
Strike Rate |
|
|
(in thousands) |
|
03/2020 |
|
03/2020 |
|
03/2023 |
|
|
1.75 |
% |
|
$ |
100,000 |
|
08/2020 |
|
08/2020 |
|
08/2023 |
|
|
0.50 |
% |
|
|
50,000 |
|
09/2020 |
|
10/2020 |
|
10/2023 |
|
|
0.50 |
% |
|
|
100,000 |
|
11/2020 |
|
11/2020 |
|
11/2023 |
|
|
0.25 |
% |
|
|
50,000 |
|
02/2021 |
|
02/2021 |
|
02/2024 |
|
|
0.25 |
% |
|
|
50,000 |
|
03/2021 |
|
03/2021 |
|
03/2024 |
|
|
0.25 |
% |
|
|
50,000 |
|
06/2021 |
|
06/2021 |
|
06/2024 |
|
|
0.25 |
% |
|
|
50,000 |
|
12/2021 |
|
08/2023 |
|
02/2026 |
|
|
0.50 |
% |
|
|
50,000 |
|
12/2021 |
|
02/2024 |
|
02/2026 |
|
|
0.50 |
% |
|
|
50,000 |
|
Total notional amount |
|
|
|
|
|
|
|
|
|
$ |
550,000 |
|
The following is a summary of changes in fair value of the interest rate caps (included in other assets) for the periods indicated:
|
|
Three Months Ended |
|
|
|
March 31, |
|
Dollars in thousands |
|
2022 |
|
|
2021 |
|
Balance at beginning of period |
|
$ |
6,586 |
|
|
$ |
265 |
|
Purchases |
|
|
— |
|
|
|
602 |
|
Fair value adjustment included as a decrease in interest expense |
|
|
10,158 |
|
|
|
785 |
|
Balance at end of period |
|
$ |
16,744 |
|
|
$ |
1,652 |
|
See Note 12, “Subsequent Events,” for information regarding the Company’s interest rate caps following the end of the fiscal quarter.
16
Note 5. Debt
The following is a summary of the Company’s debt as of the periods indicated:
|
|
March 31, 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 |
|
$ |
44,919 |
|
|
$ |
(1,242 |
) |
|
$ |
43,677 |
|
|
$ |
112,065 |
|
|
$ |
(1,345 |
) |
|
$ |
110,720 |
|
RMR II revolving warehouse credit facility |
|
|
33,536 |
|
|
|
(1,239 |
) |
|
|
32,297 |
|
|
|
52,469 |
|
|
|
(1,393 |
) |
|
|
51,076 |
|
RMR IV revolving warehouse credit facility |
|
|
31,618 |
|
|
|
(474 |
) |
|
|
31,144 |
|
|
|
20,071 |
|
|
|
(531 |
) |
|
|
19,540 |
|
RMR V revolving warehouse credit facility |
|
|
19,406 |
|
|
|
(460 |
) |
|
|
18,946 |
|
|
|
59,451 |
|
|
|
(516 |
) |
|
|
58,935 |
|
RMIT 2019-1 securitization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
109,373 |
|
|
|
(464 |
) |
|
|
108,909 |
|
RMIT 2020-1 securitization |
|
|
180,214 |
|
|
|
(1,236 |
) |
|
|
178,978 |
|
|
|
180,214 |
|
|
|
(1,442 |
) |
|
|
178,772 |
|
RMIT 2021-1 securitization |
|
|
248,916 |
|
|
|
(1,619 |
) |
|
|
247,297 |
|
|
|
248,916 |
|
|
|
(1,830 |
) |
|
|
247,086 |
|
RMIT 2021-2 securitization |
|
|
200,192 |
|
|
|
(1,855 |
) |
|
|
198,337 |
|
|
|
200,192 |
|
|
|
(1,962 |
) |
|
|
198,230 |
|
RMIT 2021-3 securitization |
|
|
125,202 |
|
|
|
(1,404 |
) |
|
|
123,798 |
|
|
|
125,202 |
|
|
|
(1,527 |
) |
|
|
123,675 |
|
RMIT 2022-1 securitization |
|
|
250,374 |
|
|
|
(2,472 |
) |
|
|
247,902 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
1,134,377 |
|
|
$ |
(12,001 |
) |
|
$ |
1,122,376 |
|
|
$ |
1,107,953 |
|
|
$ |
(11,010 |
) |
|
$ |
1,096,943 |
|
Unused amount of revolving credit facilities (subject to borrowing base) |
|
$ |
671,115 |
|
|
|
|
|
|
|
|
|
|
$ |
556,812 |
|
|
|
|
|
|
|
|
|
Senior Revolving Credit Facility: In December 2021, the Company amended and restated its senior revolving credit facility to, among other things, decrease the availability under the facility from $640 million to $500 million and extend the maturity of the facility from 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% of eligible secured finance receivables (80% of eligible secured finance receivables as of March 31, 2022). As of March 31, 2022, the Company had $196.9 million of immediate availability to draw down cash under the facility and held $17.6 million in unrestricted cash. Borrowings under the facility bear 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 3.50% as of March 31, 2022. The amended and restated facility provides for a process to transition from LIBOR to a new benchmark in certain circumstances. The Company pays an unused line fee of 0.50%.
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 $106.1 million and $107.7 million as of March 31, 2022 and December 31, 2021, 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.
17
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 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 bear 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 the Company purchased from its affiliates, which the Company then sold and transferred to RMR II. RMR II held $0.4 million in restricted cash reserves as of March 31, 2022 to satisfy provisions of the credit agreement. The effective interest rate was 3.31% as of March 31, 2022. RMR II pays an unused commitment fee between 0.35% and 0.85% based upon the average daily utilization of the facility. The RMR II revolving warehouse credit facility provides for a process to transition from LIBOR to a new benchmark in certain circumstances.
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 million revolving warehouse credit facility to RMR IV. The facility converts to an amortizing loan in April 2023 and terminates in April 2024. 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 $0.4 million in restricted cash reserves as of March 31, 2022 to satisfy provisions of the credit agreement. Borrowings under the facility bear interest, payable monthly, at a rate equal to one-month LIBOR, plus a margin of 2.35%. The effective interest rate was 2.80% as of March 31, 2022. RMR IV pays an unused commitment fee between 0.35% and 0.70% based upon the average daily utilization of the facility. The RMR IV revolving warehouse credit facility provides for a process to transition from LIBOR to a new benchmark in certain circumstances.
RMR V Revolving Warehouse Credit Facility: In April 2021, the Company and its wholly-owned SPE, Regional Management Receivables V, LLC (“RMR V”), entered into a credit agreement that provides for a $100 million revolving warehouse credit facility to RMR V. The facility converts to an amortizing loan in October 2022 and terminates in October 2023. The debt is secured by finance receivables and other related assets that the Company purchased from its affiliates, which the Company then sold and transferred to RMR V. Advances on the facility are capped at 80% of eligible finance receivables. RMR V held $0.2 million in restricted cash reserves as of March 31, 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%. The effective interest rate was 2.79% as of March 31, 2022. RMR V pays an unused commitment fee between 0.45% and 0.75% based upon the average daily utilization of the facility.
RMIT 2019-1 Securitization: In October 2019, the Company, its wholly-owned SPE, Regional Management Receivables III (“RMR III”), and the Company’s indirect wholly-owned SPE, Regional Management Issuance Trust 2019-1 (“RMIT 2019-1”), completed a private offering and sale of $130 million of asset-backed notes. Prior to maturity in November 2028, the Company could redeem the notes in full, but not in part, at its option on any remaining note payment date. In February 2022, the Company and RMR III exercised the right to make an optional principal repayment in full, and in connection with such prepayment, the securitization terminated in February 2022.
RMIT 2020-1 Securitization: In September 2020, the Company, its wholly-owned SPE, 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 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 a revolving period ending in September 2023, with a final maturity date in October 2030. RMIT 2020-1 held $1.9 million in restricted cash reserves as of March 31, 2022 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% as of March 31, 2022. 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. No payments of principal of the notes will be made during the revolving period.
18
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 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. RMIT 2021-1 held $2.6 million in restricted cash reserves as of March 31, 2022 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% as of March 31, 2022. 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.
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 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2021-2. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-2. The notes have a revolving period ending in July 2026, with a final maturity date in August 2033. RMIT 2021-2 held $2.1 million in restricted cash reserves as of March 31, 2022 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-2 securitization bear interest, payable monthly, at an effective interest rate of 2.30% as of March 31, 2022. 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 million of asset-backed notes. The transaction consisted of the issuance of fixed-rate, asset-backed notes by RMIT 2021-3. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2021-3. The notes have a revolving period ending in September 2026, with a final maturity date in October 2033. RMIT 2021-3 held $1.5 million in restricted cash reserves as of March 31, 2022 to satisfy provisions of the transaction documents. Borrowings under the RMIT 2021-3 securitization bear interest, payable monthly, at an effective interest rate of 3.88% as of March 31, 2022. 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 million of asset-backed notes. The transaction consisted of the issuance of four classes of fixed-rate asset-backed notes by RMIT 2022-1. The asset-backed notes are secured by finance receivables and other related assets that RMR III purchased from the Company, which RMR III then sold and transferred to RMIT 2022-1. The notes have a revolving period ending in February 2025, with a final maturity date in March 2032. RMIT 2022-1 held $2.6 million in restricted cash reserves as of March 31, 2022 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%. 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.
The Company’s debt arrangements are subject to certain covenants, including monthly and annual reporting, maintenance of specified interest coverage and debt ratios, restrictions on distributions, limitations on other indebtedness, and certain other restrictions. As of March 31, 2022, the Company was in compliance with all debt covenants.
Note 6. Stockholders’ Equity
Stock repurchase program: In October 2020, the Company announced that its Board of Directors (the “Board”) had authorized a $30.0 million stock repurchase program. In May 2021, the Company completed the stock repurchase program, having repurchased a total of 952 thousand shares of common stock.
In May 2021, the Company announced that the Board had authorized a $30.0 million stock repurchase program. In August 2021, the Company announced that the 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, the Company completed the stock repurchase program, having repurchased a total of 945 thousand shares of common stock.
19
In February 2022, the Company announced that the Board had authorized a new $20.0 million stock repurchase program. The authorization was effective immediately and extends through February 3, 2024.
Stock 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 following is a summary of the Company’s repurchased shares of common stock for the periods indicated:
|
|
Three Months Ended March 31, |
|
Dollars and shares in thousands, except per share amounts |
|
2022 |
|
|
2021 |
|
Common stock repurchased |
|
|
184 |
|
|
|
352 |
|
Weighted-average cost per share |
|
$ |
49.00 |
|
|
$ |
33.57 |
|
Total cost of common stock repurchased |
|
$ |
9,031 |
|
|
$ |
11,834 |
|
Quarterly cash dividend: The Board may in its discretion declare and pay cash dividends on the Company’s common stock. The following table presents the dividends declared per share of common stock for the periods indicated:
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
|
2021 |
|
Dividends declared per common share |
|
$ |
0.30 |
|
|
$ |
0.20 |
|
See Note 12, “Subsequent Events,” for information regarding the Company’s cash dividend following the end of the fiscal quarter.
Note 7. Disclosure About Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash and restricted cash: Cash and restricted cash is recorded at cost, which approximates fair value due to its generally short maturity and highly liquid nature.
Net finance receivables: The Company determines the fair value of net finance receivables using a discounted cash flows methodology. The application of this methodology requires the Company to make certain estimates and judgments. These estimates and judgments include, but are not limited to, prepayment rates, default rates, loss severity, and risk-adjusted discount rates.
Interest rate caps: The fair value of the interest rate caps is the estimated amount the Company would receive to terminate the cap agreements at the reporting date, taking into account current interest rates and the creditworthiness of the counterparty.
Debt: The Company estimates the fair value of debt using estimated credit marks based on an index of similar financial instruments (credit facilities) and projected cash flows from the underlying collateralized finance receivables (securitizations), each discounted using a risk-adjusted discount rate.
Certain of the Company’s assets estimated fair value are classified and disclosed in one of the following three categories:
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 – Unobservable inputs that are not corroborated by market data.
In determining the appropriate levels, the Company performs an analysis of the assets and liabilities that are estimated at fair value. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.
20
The carrying amount and estimated fair values of the Company’s financial instruments summarized by level are as follows:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
Dollars in thousands |
|
Carrying
Amount |
|
|
Estimated
Fair Value |
|
|
Carrying
Amount |
|
|
Estimated
Fair Value |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
17,635 |
|
|
$ |
17,635 |
|
|
$ |
10,507 |
|
|
$ |
10,507 |
|
Restricted cash |
|
|
138,919 |
|
|
|
138,919 |
|
|
|
138,682 |
|
|
|
138,682 |
|
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps |
|
|
16,744 |
|
|
|
16,744 |
|
|
|
6,586 |
|
|
|
6,586 |
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance receivables, less unearned insurance
premiums and allowance for credit losses |
|
|
1,240,196 |
|
|
|
1,346,814 |
|
|
|
1,219,120 |
|
|
|
1,323,988 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
|
1,134,377 |
|
|
|
1,086,277 |
|
|
|
1,107,953 |
|
|
|
1,098,625 |
|
Note 8. Income Taxes
The Company records interim provisions for income taxes based on an estimated annual effective tax rate. The Company recognizes discrete tax benefits or deficiencies in the income tax line of the consolidated statements of income. These discrete benefits or deficiencies are primarily the result of exercises or vestings of share-based awards.
The following table summarizes the components of income taxes for the periods indicated:
|
|
Three Months Ended |
|
|
|
March 31, |
|
Dollars in thousands |
|
2022 |
|
|
2021 |
|
Provision for corporate taxes |
|
$ |
8,562 |
|
|
$ |
8,348 |
|
Discrete tax benefits |
|
|
(396 |
) |
|
|
(479 |
) |
Total income taxes |
|
$ |
8,166 |
|
|
$ |
7,869 |
|
Note 9. Earnings Per Share
The following schedule reconciles the computation of basic and diluted earnings per share for the periods indicated:
|
|
Three Months Ended
March 31, |
|
Dollars in thousands, except per share amounts |
|
2022 |
|
|
2021 |
|
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
26,783 |
|
|
$ |
25,522 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted-average shares outstanding for basic earnings per share |
|
|
9,533 |
|
|
|
10,543 |
|
Effect of dilutive securities |
|
|
489 |
|
|
|
523 |
|
Weighted-average shares adjusted for dilutive securities |
|
|
10,022 |
|
|
|
11,066 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.81 |
|
|
$ |
2.42 |
|
Diluted |
|
$ |
2.67 |
|
|
$ |
2.31 |
|
Options to purchase 0.1 million and 0.2 million shares of common stock were outstanding during the three months ended March 31, 2022 and 2021, respectively, but were not included in the computation of diluted earnings per share because they were anti-dilutive.
21
Note 10. Share-Based Compensation
The Company previously adopted the 2007 Management Incentive Plan (the “2007 Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan”). On April 22, 2015, the stockholders of the Company approved the 2015 Long-Term Incentive Plan (the “2015 Plan”), and on each of April 27, 2017 and May 20, 2021, the stockholders of the Company re-approved the 2015 Plan, as amended and restated on each respective date. As of March 31, 2022, subject to adjustments as provided in the 2015 Plan, the maximum aggregate number of shares of the Company’s common stock that could be issued under the 2015 Plan could not exceed the sum of (i) 2.6 million shares (such amount reflecting an increase of 1.05 million additional or “new” shares in connection with the May 20, 2021 re-approval of the 2015 Plan) plus (ii) any shares remaining available for the grant of awards as of the 2015 Plan effective date (April 22, 2015) under the 2007 Plan or the 2011 Plan, plus (iii) any shares subject to an award granted under the 2007 Plan or the 2011 Plan, which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited. As of the effective date of the 2015 Plan (April 22, 2015), there were 0.9 million shares available for grant under the 2015 Plan, inclusive of shares previously available for grant under the 2007 Plan and the 2011 Plan that were rolled over to the 2015 Plan. No further grants will be made under the 2007 Plan or the 2011 Plan. However, awards that are outstanding under the 2007 Plan and the 2011 Plan will continue in accordance with their respective terms. As of March 31, 2022, there were 0.9 million shares available for grant under the 2015 Plan.
For the three months ended March 31, 2022 and 2021, the Company recorded share-based compensation expense of $2.1 million and $1.6 million, respectively. The Company recorded $2.1 million and $1.6 million in share-based compensation for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, unrecognized share-based compensation expense to be recognized over future periods approximated $18.8 million. This amount will be recognized as expense over a weighted-average period of 2.2 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity awards.
The Company allows for the settlement of share-based awards on a net share basis. With net share settlement, the employee does not surrender any cash or shares upon the exercise of stock options or the vesting of stock awards or stock units. Rather, the Company withholds the number of shares with a value equivalent to the option exercise price (for stock options) and the statutory tax withholding (for all share-based awards). Net share settlements have the effect of reducing the number of shares that would have otherwise been issued as a result of exercise or vesting.
Long-term incentive program: The Company issues performance restricted stock units (“PRSUs”) and restricted stock awards (“RSAs”) to certain members of senior management under a long-term incentive program (“LTIP”). Recurring annual grants are made at the discretion of the Board. The annual grants are subject to cliff- and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. Vested PRSUs are subject to an additional one-year holding period following the vesting date. The actual value of the PRSUs that may be earned can range from 0% to 150% of target based on positive or negative cumulative total shareholder return concluding at the end of the third calendar year.
Prior to 2022, the Company issued non-qualified stock options, performance-contingent restricted stock units (“RSUs”), cash-settled performance units (“CSPUs”), and RSAs to certain members of senior management under the LTIP. The CSPUs are cash incentive awards, and the associated expense is not based on the market price of the Company’s common stock. The annual grants are subject to cliff- and graded-vesting, generally concluding at the end of the third calendar year and subject to continued employment or as otherwise provided in the underlying award agreements. The actual value of the RSUs and CSPUs that may be earned can range from 0% to 150% of target based on the percentile ranking of the Company’s compound annual growth rate of pre-provision net income and pre-provision net income per share compared to a public company peer group over a three-year performance period.
Key team member incentive program: The Company also has a key team member incentive program for certain other members of senior management. Recurring annual participation in the program is at the discretion of the Board and executive management. Each participant in the program is eligible to earn an RSA, subject to performance over a one-year period. Payout under the program can range from 0% to 150% of target based on the achievement of five Company performance metrics and individual performance goals (subject to continued employment and certain other terms and conditions of the program). If earned, the RSA is issued following the one-year performance period and vests ratably over a subsequent two-year period (subject to continued employment or as otherwise provided in the underlying award agreement).
Inducement and retention program: From time to time, the Company issues stock awards and other long-term incentive awards in conjunction with employment offers to select new employees and retention grants to select existing employees. The Company issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting terms, including fully-vested awards at the grant date, cliff-vesting, and graded-vesting over periods of up to five years (subject to continued employment or as otherwise provided in the underlying award agreements).
22
Non-employee director compensation program: The Company awards its non-employee directors a cash retainer and shares of restricted common stock. The RSAs are granted on the fifth business day following the Company’s annual meeting of stockholders and fully vest upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the Company (so long as the period between the date of the annual stockholders’ meeting related to the grant date and the date of the next annual stockholders’ meeting is not less than 50 weeks).
The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs:
Non-qualified stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of grant. Stock options are subject to various vesting terms, including graded- and cliff-vesting over periods of up to five years. In addition, stock options vest and become exercisable in full or in part under certain circumstances, including following the occurrence of a change of control (as defined in the option award agreements). Participants who are awarded options must exercise their options within a maximum of ten years of the grant date.
The fair value of option grants is estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions for option grants during the periods indicated below:
|
|
Three Months Ended
March 31, |
|
|
|
2022 (1) |
|
|
2021 |
|
Expected volatility |
|
|
— |
|
|
|
47.83 |
% |
Expected dividends |
|
|
— |
|
|
|
2.63 |
% |
Expected term (in years) |
|
|
— |
|
|
|
6.0 |
|
Risk-free rate |
|
|
— |
|
|
|
0.64 |
% |
(1) Beginning in 2022, the Company no longer issues non-qualified stock options as part of its annual long-term incentive program.
Expected volatility is based on the Company’s historical stock price volatility. Expected dividends are calculated using the expected dividend yield (annualized dividends divided by the grant date stock price). The expected term is calculated by using the simplified method (average of the vesting and original contractual terms) due to insufficient historical data to estimate the expected term. The risk-free rate is based on the zero-coupon U.S. Treasury bond rate over the expected term of the awards.
The following table summarizes the stock option activity for the three months ended March 31, 2022:
Dollars 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, 2022 |
|
|
589 |
|
|
$ |
22.50 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(61 |
) |
|
|
17.60 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Expired |
|
|
(1 |
) |
|
|
17.08 |
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2022 |
|
|
527 |
|
|
$ |
23.07 |
|
|
|
6.6 |
|
|
$ |
13,447 |
|
Options exercisable at March 31, 2022 |
|
|
382 |
|
|
$ |
21.76 |
|
|
|
5.9 |
|
|
$ |
10,235 |
|
The following table provides additional stock option information for the periods indicated:
|
|
Three Months Ended
March 31, |
|
Dollars in thousands, except per share amounts |
|
2022 |
|
|
2021 |
|
Weighted-average grant date fair value per share |
|
$ |
— |
|
|
$ |
10.52 |
|
Intrinsic value of options exercised |
|
$ |
2,142 |
|
|
$ |
2,861 |
|
Fair value of stock options that vested |
|
$ |
— |
|
|
$ |
— |
|
23
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:
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Expected volatility |
|
|
39.24 |
% |
|
|
— |
|
Expected dividends |
|
|
— |
|
|
|
— |
|
Risk-free rate |
|
|
1.05 |
% |
|
|
— |
|
Discount for post-vesting restrictions |
|
|
11.93 |
% |
|
|
— |
|
The following table summarizes PRSU activity during the three months ended March 31, 2022:
Dollars in thousands, except per unit amounts |
|
Units |
|
|
Weighted-Average
Grant Date
Fair Value Per Unit |
|
Non-vested units at January 1, 2022 |
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
70 |
|
|
|
52.07 |
|
Achieved performance adjustment |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Non-vested units at March 31, 2022 |
|
|
70 |
|
|
$ |
52.07 |
|
The following table provides additional PRSU information for the periods indicated:
|
|
Three Months Ended
March 31, |
|
Dollars in thousands, except per unit amounts |
|
2022 |
|
|
2021 |
|
Weighted-average grant date fair value per unit |
|
$ |
52.07 |
|
|
$ |
— |
|
Fair value of PRSUs that vested |
|
$ |
— |
|
|
$ |
— |
|
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.
The following table summarizes RSU activity during the three months ended March 31, 2022:
Dollars in thousands, except per unit amounts |
|
Units |
|
|
Weighted-Average
Grant Date
Fair Value Per Unit |
|
Non-vested units at January 1, 2022 |
|
|
129 |
|
|
$ |
22.84 |
|
Granted (target) |
|
|
— |
|
|
|
— |
|
Achieved performance adjustment |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Non-vested units at March 31, 2022 |
|
|
129 |
|
|
$ |
22.84 |
|
The following table provides additional RSU information for the periods indicated:
|
|
Three Months Ended
March 31, |
|
Dollars in thousands, except per unit amounts |
|
2022 |
|
|
2021 |
|
Weighted-average grant date fair value per unit |
|
$ |
— |
|
|
$ |
30.22 |
|
Fair value of RSUs that vested |
|
$ |
— |
|
|
$ |
1,199 |
|
24
Restricted stock awards: The fair value and compensation expense of the primary portion of the Company’s RSAs are calculated using the Company’s closing stock price on the date of grant. These RSAs include director awards, inducement awards, and RSAs granted pursuant to the Company’s long-term incentive program.
The fair value and compensation expense of RSAs granted pursuant to the Company’s performance-based key team member incentive program are calculated using the Company’s closing stock price on the date of grant and the probability that certain financial goals will be achieved over the performance period. Compensation expense is estimated based on expected performance and is adjusted at each reporting period.
The following table summarizes RSA activity during the three months ended March 31, 2022:
Dollars in thousands, except per share amounts |
|
Shares |
|
|
Weighted-Average
Grant Date
Fair Value Per Share |
|
Non-vested shares at January 1, 2022 |
|
|
219 |
|
|
$ |
30.32 |
|
Granted |
|
|
179 |
|
|
|
40.13 |
|
Vested |
|
|
(5 |
) |
|
|
47.78 |
|
Forfeited |
|
|
(1 |
) |
|
|
35.10 |
|
Non-vested shares at March 31, 2022 |
|
|
392 |
|
|
$ |
34.58 |
|
The following table provides additional RSA information for the periods indicated:
|
|
Three Months Ended
March 31, |
|
Dollars in thousands, except per share amounts |
|
2022 |
|
|
2021 |
|
Weighted-average grant date fair value per share |
|
$ |
40.13 |
|
|
$ |
28.18 |
|
Fair value of RSAs that vested |
|
$ |
215 |
|
|
$ |
40 |
|
Note 11. Commitments and Contingencies
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.
The Company expenses legal costs as they are incurred.
25
Note 12. Subsequent Events
Interest rate cap contracts: In April 2022, the Company collateralized its interest rate caps, and the collateral was then used to reduce the Company’s outstanding debt on its senior revolving credit facility. Subsequently, the Company sold its shorter-duration interest rate cap contracts with a fair value of $6.7 million. These sold interest rate caps had an aggregate notional principal amount of $300.0 million and maturity dates ranging from March 2023 through November 2023. After the sale, the Company maintained interest rate caps with an aggregate notional principal amount of $250.0 million.
Quarterly cash dividend: In May 2022, the Company announced that the Board declared a quarterly cash dividend of $0.30 per share. The dividend will be paid on June 15, 2022 to shareholders of record at the close of business on May 25, 2022. The declaration, amount, and payment of any future cash dividends on shares of the Company’s common stock will be at the discretion of the Board.
26