Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Regional Management Corp. | d620355d8k.htm |
| EX-10.1 - EX-10.1 - Regional Management Corp. | d620355dex101.htm |
Exhibit 99.1
Regional Management Corp. Announces Third Quarter 2013 Results
Also Announces Long-Term Agreement with GOLDPoint Systems
for Loan Management Software and Services
Greenville, South Carolina – October 30, 2013 – Regional Management Corp. (NYSE: RM), a diversified specialty consumer finance company, today announced results for the third quarter and nine-month period ended September 30, 2013.
Third Quarter 2013 Highlights
| • | Total third quarter 2013 revenue was $44.5 million, a 25.3% increase from the prior-year period. |
| • | GAAP net income for the third quarter of 2013 was $7.6 million, a 9.1% increase from net income of $7.0 million in the prior-year period. Diluted earnings per share were $0.59 based on a diluted share count of 12.9 million. On a pro-forma basis, excluding $0.4 million of pre-tax expenses related to the secondary offering completed in September 2013, net income for the third quarter of 2013 was $7.9 million and diluted earnings per share were $0.61. |
| • | Finance receivables as of September 30, 2013 were $512.1 million, an increase of 29.0% from the prior-year period. Annualized net charge-offs as a percentage of average finance receivables for the third quarter of 2013 was 6.5%, comparable with the prior-year period. |
| • | Same-store revenue growth1 for the third quarter of 2013 was 16.1%. Same-store finance receivables growth for the third quarter of 2013 was 16.5%. |
| • | Opened one de novo branch in the third quarter of 2013; as of September 30, 2013, Regional Management’s branch network consisted of 264 locations. |
| • | On September 25, 2013, Regional Management announced the closing of a secondary offering of 4,002,000 shares of its common stock, at a price of $27.50 per share, by Palladium Equity Partners III, L.P. and Parallel 2005 Equity Fund, LP, both existing stockholders of Regional Management and affiliates of Palladium Equity Partners and |
| 1 | Defined as stores open for at least 13 months. |
| Parallel Investment Partners. Regional Management did not receive any proceeds from the offering, and the total number of shares of its outstanding common stock did not change as a result of the offering. |
“Overall, we saw another strong quarter at Regional, led once again by double-digit top-line and same-store sales growth,” said Thomas F. Fortin, Chief Executive Officer of Regional Management Corp. “Bolstered by the considerable success of our back-to-school direct mail campaigns, we grew our loan portfolio by 11.2% on a sequential basis. We also continued to increase our total yield in the third quarter from its low point in April, contributing to an improved efficiency ratio from the prior-year period. While our provision for credit losses was higher than initially anticipated as a result of strong growth in our finance receivables, our annualized net charge-offs as a percentage of average finance receivables continued to remain consistent with prior periods. Our diversified product offering and branch expansion strategy remains intact, and we are optimistic about the opportunities that are present for the future growth of Regional and the creation of long-term shareholder value. Finally, we were pleased that Palladium and Parallel completed a successful secondary offering, which has added to the liquidity of our common shares.”
Long-Term Agreement with GOLDPoint Systems
Regional Management also announced today that it has entered into a ten-year agreement with DHI Computing Service, Inc. d/b/a GOLDPoint Systems pursuant to which GOLDPoint will provide Regional Management with loan management software and related data processing services.
“As we have significantly grown Regional’s account base and footprint in the last few years and expanded our product offerings to automobile and retail loans, the needs for our loan management system have changed considerably,” said Mr. Fortin. “After extensive research, we determined that GOLDPoint’s loan management system is the best match for our current and future objectives. We believe the new system will make Regional even more efficient in terms of processing and servicing our diverse product portfolio and growing loan account base, and we look forward to a long and mutually beneficial relationship with GOLDPoint. At the same time, we want to thank ParaData for its valuable service as our loan management system software provider for the past 15 years.”
The full transition to the new platform is expected to take approximately one year. Regional Management expects that related expenses, which include accelerated amortization of existing ParaData licenses, will be dilutive to earnings by $0.02 per diluted share per quarter, or $0.08 per diluted share over the one-year transition period. Once the transition is completed in the second half of 2014, Regional Management expects costs related to the GOLDPoint loan management system platform to be comparable to expenses for its current system, due in part to increased internal efficiencies created by the integrated GOLDPoint platform.
Director Compensation Arrangement and 2013 Director Equity Awards
In October 2013, Regional Management’s board of directors revised its standard compensation arrangement for its non-employee directors. Pursuant to the revised compensation arrangement, effective for annual service years beginning in 2014, each non-employee director will receive a cash retainer of $30,000 for annual board service, plus $20,000 for service as a non-executive chairman of the board, plus $10,000 for service per board committee, plus $10,000 for service as a chairman of a board committee. Also, effective for annual service years beginning in 2014, Regional Management will award its non-employee directors shares of restricted common stock in an amount equal to the sum of $90,000 for annual board service, plus $20,000 for service as a non-executive chairman of the board, plus $10,000 for service per board committee, plus $10,000 for service as chairman of a board committee, divided by the fair market value per share of common stock on the date of grant. The restricted stock awards will occur five days following Regional Management’s annual meeting of stockholders, with vesting to occur upon the completion of the directors’ annual service to Regional Management. Annual service relates to the approximate 12-month period between annual meetings of Regional Management’s stockholders. As a result, Regional Management expects to incur approximately $1.4 million in director compensation expense for annual service beginning in the second quarter of 2014, inclusive of expenses associated with the March 2012 IPO option awards.
In addition, because Regional Management had not yet acted to award its non-employee directors equity compensation for annual service commencing in 2013, Regional Management awarded each such director 4,484 shares of its common stock, effective October 28, 2013. For the purpose of satisfying income tax obligations, each director was entitled, at his election, to forego up to 40% of the 4,484 shares subject to his award in order to receive a cash payment equivalent to the value of the foregone shares. The awards, which were made pursuant to the terms of Regional Management’s 2011 Stock Incentive Plan, were fully vested at the time of the grant and will cause Regional Management to incur approximately $1.2 million of incremental director compensation expense for the fourth quarter of 2013.
Third Quarter 2013 Results
For the third quarter ended September 30, 2013, Regional Management reported total revenue of $44.5 million, a 25.3% increase from $35.5 million in the prior-year period. Interest and fee income revenue for the third quarter of 2013 was $39.7 million, a 27.7% increase from $31.1 million in the prior-year period, primarily due to a 29.0% year-over-year increase in finance receivables. Insurance and other income for the third quarter of 2013 was $4.8 million, an 8.1% increase from the prior-year period. Same-store revenue growth for the third quarter of 2013 was 16.1%.
Finance receivables outstanding at September 30, 2013 were $512.1 million, a 29.0% increase from $396.9 million in the prior-year period. Finance receivables increased due to the addition of 49 de novo branches and two acquired branches since September 30, 2012, as well as the increase in same-store finance receivables, which grew 16.5% in the third quarter.
Provision for credit losses in the third quarter of 2013 was $11.1 million versus $7.4 million in the prior-year period, primarily due to the increase in loan volume. Annualized net charge-offs as a percentage of average finance receivables for the third quarter of 2013 was 6.5%, comparable with the prior-year period.
General and administrative expenses for the third quarter of 2013 were $17.4 million, an increase of 21.4% from $14.3 million in the prior-year period, primarily due to increased personnel costs from opening and acquiring an additional 51 branches since September 30, 2012 and $0.4 million of expenses related to the secondary offering completed in September 2013. During the third quarter of 2013, Regional Management opened one new branch. Regional Management’s efficiency ratio—the percentage of general and administrative expenses compared to total revenue—in the third quarter of 2013 was 39.1%, a decrease of 120 basis points from 40.3% in the prior-year period; excluding the expenses related to the secondary offering, Regional Management’s efficiency ratio for the third quarter of 2013 would have been 38.1%.
GAAP net income for the third quarter of 2013 was $7.6 million, a 9.1% increase compared to net income of $7.0 million in the prior-year period. Diluted earnings per share for the third quarter of 2013 were $0.59, an increase from $0.55 in the prior-year period. On a pro-forma basis, excluding the expenses related to the secondary offering, net income for the third quarter of 2013 was $7.9 million and diluted earnings per share were $0.61.
Nine Month 2013 Results
For the nine-month period ended September 30, 2013, Regional Management reported total revenue of $122.4 million, a 23.6% increase from $99.0 million in the prior-year period. Interest and fee income revenue for the nine-month period ended September 30, 2013 was $108.7 million, a 25.9% increase from $86.3 million in the prior-year period. Insurance and other income for the nine-month period ended September 30, 2013 was $13.7 million, an 8.1% increase from the prior-year period.
Provision for loan losses in the nine-month period ended September 30, 2013 was $27.6 million versus $18.9 million in the prior-year period, primarily due to the increase in loan volume. Annualized net charge-offs as a percentage of average finance receivables for the nine-month period ended September 30, 2013 was 6.5%, an increase from 6.3% in the prior-year period.
General and administrative expenses for the nine-month period ended September 30, 2013 were $51.0 million, an increase of 26.3% from $40.4 million in the prior-year period, primarily due to increased personnel costs from opening and acquiring an additional 51 branches since September 30, 2012. During the nine months ended September 30, 2013, Regional Management opened and acquired 43 new branches. Regional Management’s efficiency ratio in the nine-month period ended September 30, 2013 was 41.6%, an increase of 90 basis points from 40.7% in the prior-year period. Excluding the expenses related to the secondary offering, Regional Management’s efficiency ratio for the nine-month period ended September 30, 2013 would have been 41.3%.
GAAP net income for the nine-month period ended September 30, 2013 was $21.2 million, a 13.2% increase compared to GAAP net income of $18.7 million in the prior-year period, and diluted earnings per share for the nine-month period ended September 30, 2013 were $1.65 compared to $1.60 in the prior-year period. On a pro forma basis, excluding secondary offering expenses in 2013 and one-time expenses related to Regional Management’s IPO in 2012, net income for the nine-month period ended September 30, 2013 was $21.5 million and diluted earnings per share were $1.67, versus net income of $20.4 million and diluted earnings per share of $1.60 (based on a diluted share count of 12.8 million) for the prior-year period.
Liquidity and Capital Resources
As of September 30, 2013, Regional Management had finance receivables of $512.1 million and outstanding debt of $347.7 million on its $500.0 million senior revolving credit facility and on its $1.5 million cash management line of credit.
Conference Call Information
Regional Management Corp. will host a conference call and webcast today at 5:30 PM Eastern. Both the call and webcast are open to the general public.
The dial-in number for the conference call is (866) 515-2913, passcode 53161906 – please dial the number 10 minutes prior to the scheduled start time. A live webcast of the conference call will also be available on Regional Management’s website at www.RegionalManagement.com.
A replay of the call will be available two hours following the end of the call through midnight Eastern on Wednesday, November 6 at www.RegionalManagement.com and by telephone at (888) 286-8010, passcode 34143265.
Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, which represent Regional Management Corp.’s expectations or beliefs concerning future events. Such forward-looking statements are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following: the continuation or worsening of adverse conditions in the global and domestic credit markets and uncertainties regarding, or the impact of governmental responses to those conditions; changes in interest rates; risks related to acquisitions and new branches; risks inherent in making loans, including repayment risks and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; recently-enacted or proposed legislation; the timing and amount of revenues that may be recognized by Regional Management; changes in current revenue and expense trends (including trends affecting delinquencies and charge-offs); changes in Regional Management’s markets and general changes in the economy (particularly in the markets served by Regional Management). Such factors are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not and is not responsible for updating the information contained in this press release beyond the publication date, or for changes made to this document by wire services or Internet services.
About Regional Management Corp.
Regional Management Corp. (NYSE: RM) is a diversified specialty consumer finance company providing a broad array of loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies and other traditional lenders. Regional Management began operations in 1987 with four branches in South Carolina and has since expanded its branch network across South Carolina, Texas, North Carolina, Tennessee, Alabama, Oklahoma, New Mexico and Georgia. Each of its loan products is structured on a fixed rate, fixed term basis with fully amortizing equal monthly installment payments and is repayable at any time without penalty. Regional Management’s loans are sourced through its multiple channel platform, including in its branches, through direct mail campaigns, independent and franchise automobile dealerships, online credit application networks, furniture and appliance retailers and its consumer website. For more information, please visit http://www.RegionalManagement.com.
Contacts:
Investor Relations
Garrett Edson, (203) 682-8331
Media Relations
Kim Paone, (646) 277-1216
Regional Management Corp. and Subsidiaries
Consolidated Statements of Income
($ in thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Revenue |
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| Interest and fee income |
$ | 39,708 | $ | 31,089 | $ | 108,674 | $ | 86,333 | ||||||||
| Insurance income, net |
3,000 | 2,841 | 8,906 | 8,157 | ||||||||||||
| Other income |
1,758 | 1,560 | 4,838 | 4,556 | ||||||||||||
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| Total revenue |
44,466 | 35,490 | 122,418 | 99,046 | ||||||||||||
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| Expenses |
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| Provision for credit losses |
11,078 | 7,384 | 27,554 | 18,918 | ||||||||||||
| General and administrative expenses |
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| Personnel |
9,589 | 8,561 | 29,409 | 24,831 | ||||||||||||
| Occupancy |
3,167 | 2,301 | 8,380 | 6,281 | ||||||||||||
| Marketing |
983 | 632 | 2,836 | 1,857 | ||||||||||||
| Other |
3,633 | 2,810 | 10,338 | 7,386 | ||||||||||||
| Consulting and advisory fees |
— | — | — | 1,451 | ||||||||||||
| Interest expense |
||||||||||||||||
| Senior revolving credit facility and other debt |
3,913 | 2,705 | 10,236 | 7,557 | ||||||||||||
| Mezzanine debt-related parties |
— | — | — | 1,030 | ||||||||||||
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| Total interest expense |
3,913 | 2,705 | 10,236 | 8,587 | ||||||||||||
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| Total expenses |
32,363 | 24,393 | 88,753 | 69,311 | ||||||||||||
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| Income before income taxes |
12,103 | 11,097 | 33,665 | 29,735 | ||||||||||||
| Income taxes |
4,478 | 4,109 | 12,456 | 11,005 | ||||||||||||
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| Net income |
$ | 7,625 | $ | 6,988 | $ | 21,209 | $ | 18,730 | ||||||||
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| Net income per common share: |
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| Basic |
$ | 0.61 | $ | 0.56 | $ | 1.69 | $ | 1.64 | ||||||||
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| Diluted |
$ | 0.59 | $ | 0.55 | $ | 1.65 | $ | 1.60 | ||||||||
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| Weighted average common shares outstanding: |
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| Basic |
12,586,268 | 12,486,727 | 12,558,170 | 11,429,063 | ||||||||||||
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| Diluted |
12,927,776 | 12,774,488 | 12,863,441 | 11,712,565 | ||||||||||||
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Regional Management Corp. and Subsidiaries
Consolidated Balance Sheets
($ in thousands, except per share amounts)
(Unaudited)
| September 30, 2013 | December 31, 2012 | |||||||
| Assets |
||||||||
| Cash |
$ | 7,929 | $ | 3,298 | ||||
| Gross finance receivables |
615,900 | 529,583 | ||||||
| Less unearned finance charges, insurance premiums, and commissions |
(103,828 | ) | (92,024 | ) | ||||
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| Finance receivables |
512,072 | 437,559 | ||||||
| Allowance for credit losses |
(28,682 | ) | (23,616 | ) | ||||
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| Net finance receivables |
483,390 | 413,943 | ||||||
| Property and equipment, net of accumulated depreciation |
7,088 | 5,111 | ||||||
| Repossessed assets at net realizable value |
923 | 711 | ||||||
| Goodwill |
716 | 363 | ||||||
| Intangible assets, net |
1,462 | 1,815 | ||||||
| Other assets |
11,545 | 9,750 | ||||||
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| Total assets |
$ | 513,053 | $ | 434,991 | ||||
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| Liabilities and Stockholders’ Equity |
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| Liabilities: |
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| Deferred tax liability, net |
$ | 6,800 | $ | 5,947 | ||||
| Accounts payable and accrued expenses |
5,224 | 6,096 | ||||||
| Senior revolving credit facility |
347,736 | 292,379 | ||||||
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| Total liabilities |
359,760 | 304,422 | ||||||
| Commitments and Contingencies |
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| Stockholders’ equity: |
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| Preferred stock, $0.10 par value, 100,000,000 shares authorized, no shares issued and outstanding at September 30, 2013 and December 31, 2012 |
— | — | ||||||
| Common stock, $0.10 par value, 1,000,000,000 shares authorized, 12,586,942 shares issued and outstanding at September 30, 2013; 1,000,000,000 shares authorized, 12,486,727 shares issued and outstanding at December 31, 2012 |
1,259 | 1,249 | ||||||
| Additional paid-in-capital |
81,663 | 80,158 | ||||||
| Retained earnings |
70,371 | 49,162 | ||||||
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| Total stockholders’ equity |
153,293 | 130,569 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 513,053 | $ | 434,991 | ||||
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Regional Management Corp. and Subsidiaries
Selected Financial Data
(Unaudited)
($ in thousands)
| Components of Increase in Interest and Fee Income Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012 Increase (Decrease) |
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| Volume | Rate | Net | ||||||||||
| Small installment loans |
$ | 10,583 | $ | (1,851 | ) | $ | 8,732 | |||||
| Large installment loans |
(717 | ) | (361 | ) | (1,078 | ) | ||||||
| Automobile purchase loans |
1,314 | (473 | ) | 841 | ||||||||
| Retail purchase loans |
348 | (224 | ) | 124 | ||||||||
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| Total increase in interest income |
$ | 11,528 | $ | (2,909 | ) | $ | 8,619 | |||||
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| Three Months Ended September 30, | ||||||||
| 2013 | 2012 | |||||||
| Total yield |
36.3 | % | 38.1 | % | ||||
| Average net finance receivables |
$ | 490,430 | $ | 372,738 | ||||
| Loans Originated (1) Three Months Ended September 30, |
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| 2013 | 2012 | |||||||
| Small installment loans |
$ | 206,347 | $ | 135,840 | ||||
| Large installment loans |
15,924 | 22,246 | ||||||
| Automobile purchase loans |
32,312 | 35,394 | ||||||
| Retail purchase loans |
8,465 | 9,788 | ||||||
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| Total finance receivables |
$ | 263,048 | $ | 203,268 | ||||
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| (1) | Represents gross balance of loan originations, including unearned finance charges |
| Three Months Ended September 30, | ||||||||||||||||
| 2013 | 2012 | |||||||||||||||
| Amount | Percentage of Average Finance Receivables (Annualized) |
Amount | Percentage of Average Finance Receivables (Annualized) |
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| Net charge-offs as a percentage of average finance receivables |
$ | 8,015 | 6.5 | % | $ | 6,032 | 6.5 | % | ||||||||
| Amount | Percentage of Total Revenue |
Amount | Percentage of Total Revenue |
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| Provision for credit losses |
$ | 11,078 | 24.9 | % | $ | 7,384 | 20.8 | % | ||||||||
| General and administrative expenses |
$ | 17,372 | 39.1 | % | $ | 14,304 | 40.3 | % | ||||||||
| Amount | Growth Rate | Amount | Growth Rate | |||||||||||||
| Same store finance receivables at period-end/growth rate |
$ | 450,437 | 16.5 | % | $ | 342,272 | 25.7 | % | ||||||||
| Same store revenue growth rate |
16.1 | % | 17.2 | % | ||||||||||||
| Number of branches in calculation |
206 | 163 | ||||||||||||||
| Components of Increase in Interest and Fee Income Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012 Increase (Decrease) |
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| Volume | Rate | Net | ||||||||||
| Small installment loans |
$ | 26,845 | $ | (5,976 | ) | $ | 20,869 | |||||
| Large installment loans |
(1,587 | ) | (1,465 | ) | (3,052 | ) | ||||||
| Automobile purchase loans |
4,841 | (1,791 | ) | 3,050 | ||||||||
| Retail purchase loans |
1,727 | (253 | ) | 1,474 | ||||||||
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| Total increase in interest income |
$ | 31,826 | $ | (9,485 | ) | $ | 22,341 | |||||
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| Loans Originated (1) Nine Months Ended September 30, |
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| 2013 | 2012 | |||||||
| Small installment loans |
$ | 468,348 | $ | 291,576 | ||||
| Large installment loans |
45,277 | 54,862 | ||||||
| Automobile purchase loans |
99,894 | 101,261 | ||||||
| Retail purchase loans |
25,590 | 26,692 | ||||||
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| Total finance receivables |
$ | 639,109 | $ | 474,391 | ||||
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| (1) | Represents gross balance of loan originations, including unearned finance charges |
| Nine Months Ended September 30, | ||||||||||||||||
| 2013 | 2012 | |||||||||||||||
| Amount | Percentage of Average Finance Receivables (Annualized) |
Amount | Percentage of Average Finance Receivables (Annualized) |
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| Net charge-offs as a percentage of average finance receivables |
$ | 22,488 | 6.5 | % | $ | 16,086 | 6.3 | % | ||||||||
| Amount | Percentage of Total Revenue |
Amount | Percentage of Total Revenue |
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| Provision for credit losses |
$ | 27,554 | 22.5 | % | $ | 18,918 | 19.1 | % | ||||||||
| General and administrative expenses |
$ | 50,963 | 41.6 | % | $ | 40,355 | 40.7 | % | ||||||||
| Finance Receivables As of September 30, |
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| 2013 | 2012 | |||||||
| Small installment loans |
$ | 256,370 | $ | 158,292 | ||||
| Large installment loans |
43,127 | 52,288 | ||||||
| Automobile purchase loans |
181,601 | 160,121 | ||||||
| Retail purchase loans |
30,974 | 26,219 | ||||||
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| Total finance receivables |
$ | 512,072 | $ | 396,920 | ||||
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| Number of branches at period end |
264 | 213 | ||||||
| Average finance receivables per branch |
$ | 1,940 | $ | 1,863 | ||||
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| As of September 30, | ||||||||||||||||
| 2013 | 2012 | |||||||||||||||
| Amount | Percentage of Total Finance Receivables |
Amount | Percentage of Total Finance Receivables |
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| Allowance for credit losses |
$ | 28,682 | 5.6 | % | $ | 22,132 | 5.6 | % | ||||||||
| Over 30 days contractually delinquent |
$ | 37,292 | 7.3 | % | $ | 25,581 | 6.4 | % | ||||||||
| Over 90 days contractually delinquent |
$ | 13,300 | 2.6 | % | $ | 8,309 | 2.1 | % | ||||||||
| Over 180 days contractually delinquent |
$ | 2,939 | 0.6 | % | $ | 1,732 | 0.4 | % | ||||||||
Regional Management Corp. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Income
For the Nine Months Ended September 30, 2012
($ in thousands, except per share amounts)
| Actual | Pro Forma Adjustments |
Pro Forma | ||||||||||
| Revenue |
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| Interest and fee income |
$ | 86,333 | $ | — | $ | 86,333 | ||||||
| Insurance income, net |
8,157 | — | 8,157 | |||||||||
| Other income |
4,556 | — | 4,556 | |||||||||
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| Total revenue |
99,046 | — | 99,046 | |||||||||
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| Expenses |
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| Provision for credit losses |
18,918 | — | 18,918 | |||||||||
| General and administrative expenses |
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| Personnel |
24,831 | 140 | (1) | 24,971 | ||||||||
| Occupancy |
6,281 | — | 6,281 | |||||||||
| Marketing |
1,857 | — | 1,857 | |||||||||
| Other |
7,386 | — | 7,386 | |||||||||
| Consulting and advisory fees |
1,451 | (1,451 | )(2) | — | ||||||||
| Interest expense |
||||||||||||
| Senior revolving credit facility and other debt |
7,557 | (247 | )(3) | 7,310 | ||||||||
| Mezzanine debt-related parties |
1,030 | (1,030 | )(4) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total interest expense |
8,587 | (1,277 | ) | 7,310 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total expenses |
69,311 | (2,588 | ) | 66,723 | ||||||||
|
|
|
|
|
|
|
|||||||
| Income before income taxes |
29,735 | 2,588 | 32,323 | |||||||||
| Income taxes |
11,005 | 942 | (5) | 11,947 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net income |
$ | 18,730 | $ | 1,646 | $ | 20,376 | ||||||
|
|
|
|
|
|
|
|||||||
| Net income per common share: |
||||||||||||
| Basic |
$ | 1.64 | $ | 1.63 | ||||||||
|
|
|
|
|
|||||||||
| Diluted |
$ | 1.60 | $ | 1.60 | ||||||||
|
|
|
|
|
|||||||||
| Weighted average shares outstanding: |
||||||||||||
| Basic |
11,429,063 | 12,486,727 | ||||||||||
|
|
|
|
|
|||||||||
| Diluted |
11,712,565 | 12,770,229 | ||||||||||
|
|
|
|
|
|||||||||
| (1) | Represents additional compensation expense associated with the grant of options upon consummation of the initial public offering. |
| (2) | Represents a termination fee of $1,125, combined with the $326 we paid our former majority stockholders and sponsors for the three months ended March 31, 2012. The agreements with the former majority stockholders and sponsors terminated with the completion of the initial public offering. |
| (3) | Reflects reduction in interest expense as a result of payment of $13,229 in aggregate principal amount of our senior revolving credit facility, offset in part by an unused line fee of 0.50%. Also reflects a reduction in the interest rate under our senior revolving credit facility from one month LIBOR (with a LIBOR floor of 1.00%) plus 3.25% to one month LIBOR (with a LIBOR floor of 1.00%) plus 3.00%. |
| (4) | Reflects reduction in interest expense as a result of the repayment of the $25,814 in aggregate principal amount of our mezzanine debt, which accrued interest at a rate of 15.25% per annum. |
| (5) | Reflects an increase in income taxes as a result of the increase in income before taxes. |
Regional Management Corp. and Subsidiaries
Unaudited Pro Forma Selected Financial Data
For the Three and Nine Months Ended September 30, 2013
($ in thousands, except per share amounts)
| Three Months Ended September 30, 2013 | ||||||||||||
| Actual | Pro Forma Adjustments |
Pro Forma | ||||||||||
| General and administrative expenses |
$ | 17,372 | $ | (440 | )(1) | $ | 16,932 | |||||
| Income taxes |
$ | 4,478 | $ | (163 | )(2) | $ | 4,315 | |||||
| Net income |
$ | 7,625 | $ | 277 | $ | 7,902 | ||||||
| Diluted net income per common share |
$ | 0.59 | $ | 0.61 | ||||||||
| Diluted weighted average common shares outstanding |
12,927,776 | 12,927,776 | ||||||||||
| Efficiency ratio |
39.1 | % | 38.1 | % | ||||||||
| Nine Months Ended September 30, 2013 | ||||||||||||
| Actual | Pro Forma Adjustments |
Pro Forma | ||||||||||
| General and administrative expenses |
$ | 50,963 | $ | (456 | )(1) | $ | 50,507 | |||||
| Income taxes |
$ | 12,456 | $ | (169 | )(2) | $ | 12,287 | |||||
| Net income |
$ | 21,209 | $ | 287 | $ | 21,496 | ||||||
| Diluted net income per common share |
$ | 1.65 | $ | 1.67 | ||||||||
| Diluted weighted average common shares outstanding |
12,863,441 | 12,863,441 | ||||||||||
| Efficiency ratio |
41.6 | % | 41.3 | % | ||||||||
| (1) | Expenses related to the secondary offering completed in September 2013 |
| (2) | Tax effect of secondary offering expenses |