Hello, everyone and welcome to the Fourth Quarter 2015 Regional Management Corporation’s Earnings Conference Call. At this time, all participants are in listen-only mode. [Operator Instructions] And we will hold a question and answer session towards the end of today’s presentation. As a reminder, this call is being recorded for replay purposes. I would now like to turn the call over to Senior Vice President, ICR, Garrett Edson.

Thank you, Lauren and good afternoon. By now, everyone should have access to our earnings announcement, which was released prior to this call and which may also be found on our website at regionalmanagement.com. Before we begin our formal remarks, I need to remind everyone that part of our discussion today may include forward-looking statements, which are based on the expectations, estimates and projections of management as of today. The forward-looking statements in our discussion are subject to various assumptions, risks, uncertainties and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements are not guarantees of future performance and therefore undue reliance should not be placed upon them. We refer all of you to our recent filings with the SEC for a more detailed discussion of the risks and uncertainties that could impact the future operating results and financial condition of Regional Management Corp. We disclaim any intentions or obligations to update or revise any forward-looking statements, except to the extent required by applicable law. Also, our discussion today may include references to certain non-GAAP measures. Reconciliation of these measures to the most comparable GAAP measure can be found within our earnings announcement and posted on our website at regionalmanagement.com. I would now like to introduce Michael Dunn, CEO of Regional Management Corp.

Thanks, Garrett. Good afternoon, everyone. Welcome to our fourth quarter 2015 earnings conference call. And as usual, thanks for your continued interest in our company. I’m here with our EVP and CFO, Don Thomas, who will speak a little later and provide a little more detail on four quarter and full year financial results. Today we reported net income for the fourth quarter of $7.4 million, up $4 million or 118% versus the fourth quarter of 2014. On a full-year basis, net income was $23.4 million, up $8.6 million or 58% versus the full year of 2014. I should note that the fourth quarter and full-year results include the $1.2 million after-tax net gain on the debt sale. I’ve spoken on past calls about our sequential quarter progress. In this quarter and looking at the ex-debt sale numbers, we saw continued progress. Revenue is up almost $1.6 million, or about 3%, credit better by 4%, but expenses increased in the quarter by $2.4 million, due to some unusual items that Don will talk about in his remarks. The comparisons against the comparable periods in 2014 are greatly influenced by the credit issues that confronted the company in 2014 which have been well chronicled and Don will go into them in more detail in his remarks. And as we end the year and look back from a qualitative point of view, we find ourselves in a far better position across all dimensions of our business than when we started in 2015. We grew the portfolio in 2015 by $82 million or 15%, after virtually no growth in 2014. Our core products showed the most growth, led by the strong performance of our large loan portfolio, which was a new initiative for the company beginning in early 2015. We put the 2014…

Thanks, Mike and hello to everyone on the call. I’ll start with some high-level comments on the income statement and then talk more about revenues and yield, provision, operating expenses and funding of the business. In our fourth quarter income statement, as Mike noted, you can see the revenues are up $1.6 million, the provision was lower by $2.6 million, which is $0.6 million lower, excluding the gain on debt sale and expenses were up $2.4 million. Approximately $1.6 million of the expense increase is due to the opening of branches in Virginia and changes in our management bonus incentive plans. Allowing for adjustment for these items demonstrates that the company results continue to show a nice trend through the end of 2015. Turning to revenues, the $1.6 million or 2.9% increase in the fourth quarter was driven by a 4.4% increase in average net receivables, with a 50 basis point decline in yield. Revenues for the full year increased $12.6 million, or 6.1%, and were driven by a 15.1% increase in average net receivables, while total yield declined 80 basis points. In the last call, we spoke about a decline in yields that started in the second quarter and we said it would level off in the fourth quarter and that is what we experienced. A change in product mix to a higher percentage of large loans also contributed to the decline in yield in the fourth quarter. Notably, although overall yields declined, yield for large and retail loans improved, both year over year and sequentially. Large loans were a new initiative for us in 2015 and as Mike mentioned in his comments, the large loan portfolio showed strong growth throughout the year. In addition, we are able to refine the product offering and achieved improved pricing that led…

Thanks, Don. In closing, 2015 was a transformative and a foundation building year for the company, transformative in the sense that we resolved the credit issues that confronted us a year ago and built a strong credit function within the company, with new policies and practices that have already delivered significant improvements in the quality of our portfolios; also transformative because of the growth we were able to achieve in our large loan program which has been a foundation building year, because we created the elements we needed for the business, a strong credit culture, a strong control and compliance culture through the addition of new hires and addition of policies and practices, and through testing of new and innovative enables like our online pilot and our new operating system to name just two. All in, we’re excited and energized about our prospects and remain committed to building a business that will provide value to our investors. Thanks for your time and interest. Now I would like to open up the call for questions.

[Operator Instructions] Our first question comes from the line of John Hecht from Jefferies.

Thanks very much, guys. First question is that, you went through – you analyzed kind of expenses for us a couple different ways. If I recall the first component of the discussion was, you talked about some elevated expenses in the quarter related to branch opening expenses and some incentive expenses. I guess what I'm looking for is, should we see – what's a good base and what's the seasonality we should expect when considering the incentive programs and wouldn't we expect branch opening expenses to be an ongoing situation given that, I assume you guys expect to continue open up branches?

Yes. So let me take the opening of branches in Virginia first. We had approximately $600,000 of expenses in the quarter getting ready to open up eight branches in the state. So that was the expense side and related to Virginia. And beyond that, we had an adjustment in our incentive programs, I think you know John that companies go through a year and are probably at normal levels of incentive accruals for a while, but when you get to the third and fourth quarter, you have some fluctuation and that’s what we had as well, a little lower in the third quarter and a little higher in the fourth quarter. And of those $600,000, John, the $400,000 related specifically to the branches and another couple of hundred thousand dollars related to, as I think I mentioned in my remarks, to the new operating platform that we are testing, so there was some specific expenses related to that that we also incurred in the quarter.

Okay. So that's very helpful in terms of the seasonality and some incremental branch expansion expenses. The second question is, good detail on the charge-offs, but I guess I was surprised that delinquency improved from third quarter to fourth quarter. When normal seasonality would dictate, we'd see a deterioration. I'm wondering and that's by the way counter to many public companies you've already reported. I am wondering what are you seeing? Are you doing something different in underwriting? Are you still, I guess, being very careful or how do we see that trend in the quarter and how do you think about it?

Yes. Going back to the second quarter, we had a really good profile, we thought of delinquencies related across our products. Third quarter, we mentioned that we had a rise in delinquencies, part of it is seasonality, part was auto, part of it was just seasonality in the portfolio, but we also had other issues confronting us in the third quarter that elevated it a little bit. So I think what happened in the fourth quarter is some of those issues resolved themselves and we continue to work on improving the credit quality of our portfolio in terms of originations and as well as loss mitigation efforts and they had a very positive result on the quarter both in terms of lowering [ph] the delinquencies. So I think it was a little bit maybe the third quarter was a little higher than we would have otherwise have anticipated in the fourth quarter from a delinquency perspective sort of back to more normalized levels, I think that’s the way I would categorize it.

Okay, that's great. And then, final question and a real quick one is, the retail segment actually showed a little bit of incremental growth. Is that just pull- through or is there some, like emphasis or marketing going on there, anything we should read into that?

No, no. There is a ton you should read into, John. We do have capabilities in that area. We’re constantly signing up new partners and we just had a little bit of growth there, it’s a couple of million dollars, it’s not a lot. And I think as we talked in the past, John, just quickly, the real growth or the real way to think about that portfolio is when we get new technology that allows us to do some of the things that are required by our retail partners that we’re not yet able to do. So I think it’s the guys in the business work hard, as Don said, they sign up new partners and I think that’s part of it. There’s nothing dramatic, no, nothing significant in the quarter that sort of would lead you to believe that there is something happening going forward. We’ll get to there to get to that place once we get the new technology that allows us to do the things we need to do for that business.

All right thanks for the update, guys.

Thanks, John.

Next question comes from the J R Bizzell from Stephens Incorporation.

Yes. Good afternoon, guys and congrats, again, on another great quarter.

Thanks, J R.

Thank you.

Kind of building on John's question, the one before last, on your allowance and provisions and delinquencies, just wondering, I know last quarter, it was a little too early to kind of talk about that large loan book seasoning and how you're thinking about the allowance rate around that item. Just wondering, as you see delinquencies staying pretty stable around that item, I'm wondering if you feel like you're probably – is your allowance appropriate for what you're expecting on a go-forward basis?

The answer obviously is yes. But I’ll give you a little more color, as I mentioned in my remarks rather, we’ve tripled the size of this portfolio. And when you have that kind of growth, you are especially sensitive to the credit quality of the portfolio as you’re going through this, because volumes can hide issues. But with the new credit function that we have, Dan Taggart is the new Chief Credit Officer, all the tools that we bring to bear now on managing the portfolio, the originations, loss mitigations, tracking, those kind of things, we look at everything as it relates to that portfolio, whether it’s first payment defaults to vintage performance to tune [ph] losses to losses on a coincident basis, losses on the lag basis, and probably 20 other things that I can’t remember off the top of my head. And we’re very comfortable with the loss rates that we’re getting, very comfortable with the things like the ever 60 [ph] which is the delinquency profile and very comfortable, to answer your question directly, with the amount of the reserve that we are carrying for the portfolio. And actually during this quarter and for the last couple of quarters, we actually have more of a forward-looking reserve which accounts for some of the, as you suggested with seasoning, some of the seasoning that will happen. But we are very comfortable with the reserve level we have for that.

Great, thanks for the detail. And then kind of switching gears, but going back to just the charge-off account sales and the flow agreement, which – congrats on getting that done. Don, this may be for you, just wondering how we should think about that benefit to provisions on a go forward basis kind of through, I think, October 2016 is when you all are kind of contracted through. Just wondering how we should think about provisions on a go forward basis around that?

Yes, J R. I’ll give you a little bit of color around that. We do have an arrangement where the November of 2015 through October of 2016, charge-off accounts will be sold. We’ve got a couple of month lag, for example, in January, which is completed the sale of number charge-off. So we’ll have sales throughout the 12 months of 2016. Our expectation is that we could see very slight improvement in our recoveries through the program, but nothing significant that we would be looking to achieve. We will see of course some benefit in the back office where we’ve had people who had been doing some work related to some of these accounts and we are exploring various ways that we can redeploy them and continue to assist in loss mitigation and the collection effort.

But, J R, just to Don’s – that exact last point that Don was mentioning, the other thing we are running at the same time is tests to see a centralized collections in certain cases in certain parts of our company, would result in better overall results. So the folks that are in our centralized, the Greenville operation, are going to be working on that. So we expect a little bit of a better recovery result from the sale, but not dramatically enough to affect the provisioning, you’re talking about provisioning for the reserve I assume.

Yes.

So not dramatic for that, but we are also working on a lots of other things on recoveries as well, because there’s a lot of work to do on that, but we hope that we’ll get as good a results that we’ve got in the past and in fact, we hope that we’ll get better results, but not enough to dramatically affect our reserve levels from that alone.

Great. And then last one for me. Talking about your new operating platform that you're testing, just wondering how close you all think you are to selecting a partner and how quickly you think you can roll that platform out to kind of the full portfolio of stores?

Yes. Well, we mentioned I believe that Virginia opened on December 31 of 2015, and we have a level of functionality on this new test platform and it’s a front end, back end kind of platform and then we’re continuing to build that out and we’ll continue to build that out for the next month or so. And as I said, it’s a test and we’re very hopeful that the test works. Early results are positive and as soon as we get the ability to read that out with some time behind us and some increased volume, because right now, the volume is very light in Virginia as you might imagine, then I think that we would be ready to make a decision on that within the next 60 days and make an announcement at that point in time.

All right. Thanks for taking my questions.

Okay, J R. Thank you.

Next question comes from David Scharf from JMP Securities.

Hi, thanks for taking the questions. Most have been addressed, couple of things, first and I apologize, I may have missed this, but the allowance rate that you felt comfortable bringing down to 6% at the end of the year and it looks like given the delinquency trends, a lot were already rolled into losses in the quarter and it sounds like you're feeling better going forward. Is 6.0% a figure we should be comfortable, on an annualized basis, modeling this year.

Yes. David, this is Don. I think that you can use that. We’ve looked at the results of originations from the end of 2014 and early 2015 and the credit function has been – watching it very closely, as Mike said, so we do feel comfortable with it. This is a lower loss category and is growing in terms of its portion of the overall mix. So, yes, we do feel comfortable at that level.

Got it, got it. Switching just to overall market demand, just curious, as we think about where we are in the cycle and demand, prime borrowers is evidenced by loan growth among prime card issuers is pretty tepid, not a lot of willingness to take on more debt. Seems like at the other end of the spectrum, way down at the pawn borrower, there is also a reluctance to increase discretionary borrowing. It seems like your customer is exhibiting a lot more strength. I mean, is there anything that you can comment in terms of application volumes you're seeing, whether you're seeing an increase in repeat borrowers and ultimately, how you are thinking about 2016 in terms of not just loan growth, but thinking more at a macro level, demand for household leveraging needs?

Well, from the perspective of the large loans, this is a new territory for us, right, and so our ability to triple the size of our portfolio and I mentioned this on past calls, about a third of that comes from brand-new customers, and the other two-thirds comes from our existing base. And so there is – and we do this when we start the program. We have a lot of very good quality customers within our portfolio that would have increased borrowing needs and we've been successful at that. And then in terms of bringing new customers in, we’ve changed a lot of our marketing, analytical and credit tools during the year to get a better focus on the right customers that we – better targeted focus on the customers that we want to solicit. So our marketing has gotten better and so our ability to grow the book from the convenience checks as an example has been helped significantly by the improved marketing and credit analytics that we’ve done. So we see continued demand and we saw that throughout the quarter and continue to see that even though this quarter is a quarter where they’ll probably be industry liquidation. It’s performing pretty well and we’re always concerned when you look against industry trends and we are making sure that it’s the kind of credit quality loans that we want to book and as I mentioned to J R, we look at everything we book from origination and thereon. We are very comfortable with the credit quality. So demand is good, it continues to be pretty good, we have a lot of opportunity in that large loans base as we venture there and with the new footprint and some of the branches that are maturing, I think we have a lot of opportunity to continue to get some growth.

Got it. And regarding the one-third of larger loan customers that are new to Regional, do you have information on where they may have been prior borrowers from? Just curious about where that market share shift is coming from.

Well, we do. We do have some information, I mean you’re asking if they were borrower from a competitor, or things like that, yes, I don’t have it, but we do see it all the time. And we do – we identify customers obviously again going back to the marketing techniques, we identify customers, we send out mail, we call them prequalified campaigns to our large loan prospects and they are targeted based upon their past behaviour and one of their past behaviors is if they’ve ever had a consumer finance loan book for as an example, among other things, so we know that they have borrowed before, so whether they are present borrower with somebody else or whether they had been a borrower, is important to us and we prospect them and we’ve done a pretty good job of converting them.

Okay, got it. And lastly imagining the online pilot is still very small in terms of the data set, I mean, is it actually up and running in terms of live applicants?

Yes, it is. It started at the end of the year, as I mentioned in my remarks, I didn’t go into a great amount of detail, but it is not just an online app taking which we’ve sort of had before, this is an interaction or a session with the customer where they apply, where there is a decision engine, and there’s a credit bureau pool, and there is decision made on that, and the customer wants the loan and qualifies for the loan, we can electronically transfer payments, the funds to his account within the next day or two. We are starting this, first of all [ph] one of the things we’ve learned as a management team is we’ve got to test, test, test and we want to make sure we don’t do anything that’s not appropriate and so we have pretty tight credit underwriting standards and that has kind of, I would say, made the booking rates on the applications pretty hard to achieve. But we’ve gotten some – we’ve got a lot – we’ve gotten a fair amount of applicants, we’ve booked a fair amount of loans, we’ve funded them properly, we are doing it in one state as we said, and we’re just going carefully on it.

And how is it marketed? How is the awareness created? Is it branded as Regional Mmanagement? Are these prior in-store customers who are being directed online who learn about it? I’m just curious how you --

There is actually – it’s Regional Finance and it’s actually mailing to these to – we did it initially to part of the state and now we are in the full state mailing to customers saying, go to regionalfinance.com or whatever the website name exactly is and so they are being directed by mail to go to the website and to apply online.

Got it, got it. All right. Thank you very much.

All right. Take care, David.

Next question comes from John Rowan from Janney.

Good afternoon, guys.

John.

Hi, John.

Two questions. First, you do field calls?

Yep.

Okay. And then, just touching back on the issue of yield deterioration year over year. I mean, I know Don, you said it was going to flatten out from here, but flatten out meaning on a seasonally adjusted flat basis or flat from the fourth quarter? Obviously there is usually a little bit of a bump-up in the overall yield in the fourth quarter – or in the first quarter sequentially from the fourth.

What we mean is flat going forward from the fourth quarter. We did see, as I mentioned in my comments, that we had at least some yield rise within the quarter in those categories, so they may have been down overall, but we did see that occur during the quarter. So we think that they will be relatively flat moving forward.

And that’s not a product by product basis, right, because each product is priced according to risk and so I think what Don was saying, we said this before in the third quarter was, if you take a look at convenience checks and small loans and he gave some detail on that, we were experiencing in the second or third quarter a drop in the yields and I think what we said on both of those categories, they sort of flattened out, those products specifically flattened out in the fourth quarter. And then by contrast, the large loans continued to rise in terms of yield despite the fact that they tripled in size, we got some pricing power and pricing changes on that. So I think what we’re saying is, right now, as we ended the year, not necessarily ended the fourth quarter, but we ended the year, we are at a place that we think that going forward giving our programs and our prices that our yields on the individual product categories should kind of remain constant from this point forward.

Okay. Thank you.

Okay.

Next question comes from Bill Dezellem from Tieton Capital Management.

Thank you. We have a group of questions. But first of all, relative to your branch openings, you're at a rate of roughly 6% this year. But you had referenced the slowing that was intended as a result of the systems that you're working on. And last year it was closer to 10%, so on a go-forward basis, and I am thinking the longer term, 2017 and beyond, are you looking more in that 10% range or how are you viewing the openings?

I think what I was trying to say in my remarks was that with the new operating platform that’s in test in Virginia, and obviously we have hopes that this will be important for us going forward across the business. What we’re saying is, and I think this relates to maybe a question that J R had asked, is we are building the business in Virginia, they are getting more volume every day. We want to make sure that this system is platform works, and if it does and if it holds up under some volume, if it has the functionality, we think that it will have, then we’ll make a system selection and then at that point in time, we will be able to roll it out to the rest of the branches, and while we’re doing that, what we didn’t want to do is open up new branches the first six months or five months, whatever it is, of the year on an older platform and then have to convert it. So, we are anticipating, as we said, hitting the pause button, if you will, for a while, and again, we’ve opened up eight branches already, seven or eight branches already this year with the opening of the remaining Virginia branches, but hitting the pause button a little bit and until we make the system selection, and then roll out again with the branch footprint expansion. And if he did 25 or something like that in the back half of the year, most in the back half of the year, it really is the same 10% run rate that you were talking about, and our plan for this point is to continue to grow the footprint, because that’s what I’ve said is our core strategy, grow the portfolio, grow our footprint, and inorganic is what we’ve been doing over the last couple of years, we will continue to do that way, 10% is not a bad number to use as a placeholder and we also will look selectively at acquisitions. So, it will be a combination of the two that will get us to continue to expanding our footprint.

That's helpful, Mike. Thank you. And I hope I'm not beating the delinquency horse to death here, but with delinquencies down sequentially, should we anticipate the charge-offs then would start to drift down also just as a natural follow on?

Well, we mentioned that delinquencies increased sequentially for the third to the fourth and I referenced part of that was due to the higher level of delinquencies. Delinquencies are the leading indicator of future losses, all other things being equal. So, it’s logical that if we had better delinquencies, we should have had better go forward losses, so I think I’ll just leave it at that. We are working on delinquencies, credit quality, originations, loss mitigations, recoveries, so we have a lot of activities going on around the whole collection effort. But again, it’s right to assume that delinquencies are a leading indicator of future losses and lower delinquencies are better, so that’s good news.

Great. And then finally, your reference that you may be at a point soon to start refocusing on the auto loans, what impact if any will that have on the large or small loan growth or convenience checks, for that matter, that was specifically calling out large and small loans, because those tend to be driven by personnel in the branches and just trying to understand that relationship with the auto loans, please?

The short answer is virtually none, no impact, because we have a new business model that we are – as I mentioned, we have new management team in place, we have a new business structure, new governance, new underwriting, new pricing and all the things associated with the new business model. We will only lend in our branch, within our branch footprint, but the way we will originate those loans is in part with branch personnel, but in part with some dedicated dealer reps and that’s we mentioned we’re in test in a couple of states showing really promising results. So I think this will be an add-on to the existing, that’s what I sort of mentioned in my comments, I think it’s an add-on to the existing portfolios within our branch footprint and when you add that on to our portfolios, without changing people in the branches, it should improve profitability and that’s what we’re looking to do. It’s going to be – our core portfolios core products going forward will be, large loans, small loans, and convenience checks, but our customers use auto loans and we can do it, we know how to do, we’ve done it before, we had a portfolio a few years ago of almost $200 million and we know how to do it and we’re going to do, we’re going to continue to do it, but do it very carefully, and this year will be very slowly because as I mentioned in my remarks, first half of the year probably will decline net and then after that, we start to grow, but it’s really going to be an add-on to our product suite, if you will.

And one follow-on to that. Are these loans being serviced then in the branches?

Yes. The answer is yes, and servicing this, collections, as well as payments and those kind of things, but as I mentioned in my remarks, we are looking to add electronic payments which we don’t have yet in the second quarter, and so that’ll be there debit card and ACH, those kind of things. And so some of the servicing will be remote, but collections will be – but any kind of servicing, in-person servicing absolutely done through the branches.

And so to what degree is there the time allocation to the branches, will that take away from them potentially being able to market for the new large and small loans?

Well, see the answer would be naturally yes, right, if you’re having more product in the branch, all things being equal, it takes some time away, but we are also adding and I mentioned that in my comments, the electronic payments through the branch network. So today 99% of our payments come in the branches. I don’t know, you don’t know what the curve will be in terms of how fast our customers will use the electronic payment capability, but that alone will start to free up resources in the branches, the fact that our customers will make payments online or whatever. And also, we are looking for other improvements in the branches and I mentioned in my remarks as an example and Don was talking about selling our forward flows that we also have some folks in Greenville who are doing collection are now running some tests for centralized collections of latter stage delinquencies. So we’re working on efforts to free the branches up and we have some technology enhancements as well to flee the branch personnel up from some of the things they now do. So whatever we add from the auto portfolio build going forward will be negligible hopefully as it relates to the work we’ll take out in the branches.

Fantastic. Thank you for taking all my questions.

Okay, thank you.

I would now like to turn the call back over to Mike for closing comments.

Okay. So I’ll just repeat what I said, we have a lot of things going on within the company in terms of the way we want this company to be built, whether it’s technology, whether it’s products, and as I said in my remarks, we are very excited about 2016 and energized about the opportunities in front of us and so we’re going back to work, and we’ll see you I guess on the April call. Thanks very much.

Ladies and gentlemen, thank you so much for your participation in today’s conference. This concludes the presentation. You may now disconnect.