Good day, ladies and gentlemen, and welcome to Regional Management Corp's First Quarter 2016 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the call over to your host for today's conference, Mr. Garrett Edson, Senior Vice President of ICR. Sir, you may begin.

Thank you, Bridget [ph], and good afternoon. By now everyone should have accessed to our earnings announcement and slide presentation which was released prior to this call and which may also be found on our website at regionalmanagement.com. Before we begin our conference call [ph], we need to remind everyone that part of our discussion today may include forward-looking statements which are based on the expectations 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 a recent filings with the SEC for a more detailed discussion of the risks and uncertainties that could impact the future operating results and financial position of Regional Management. 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 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. Welcome to the first quarter earnings call and thanks as always for the continuing interest in our company. I'm here as usual with our AVP and CFO Don Thomas who will speak later on the call, and I'm also here with some members of our financial team. In the interest of providing additional color to the investment community, we've created a supplemental presentation that Garrett referenced that is available on our website at RegionalManagement.com. The remarks that Don and I will make today will reflect the presentation and we hope the presentation will be helpful in driving additional transparency and a clearer messaging with respect to our business. So let's turn to Slide 3. The first quarter was a solid quarter for us both in terms of the profile of our financials and in terms of the progress we've made on a number of strategically important initiatives. I'll comment at the end of my remarks on the strategic initiatives, but first the financials. So, net income was $5.2 million for the quarter, up $1.1 million from last year's first quarter. Diluted EPS was $0.40, up $0.09 from last year. Importantly, revenue grew nearly 8% over last year's first quarter and acceleration from the rate of growth that we experienced in the second half of 2015. The yields continue to flatten out and the portfolio liquidated at the lowest rate in the last three years. The credit provision increased $4.1 million versus the first quarter of 2015, due in part to an unusually high reserve release recorded in the first quarter of 2015, which related to the 2014 solicitation issues, as well as a $1.7 million increase in net charge-offs. The absolute amount of charge-offs result from the roll-through of fourth quarter delinquency profile, and Don will…

Thanks, Mike, and hello to everyone on the call. If you're following us in the presentation, please turn to Slide 6, which shows our total loan portfolio and volume change by product category. At March 31, 2016, our total portfolio was $607 million, which is $81 million greater than the prior-year period. Our core loan products were up $118 million or 33%, while other loan categories were down $36 million, primarily due to the continued liquidation of the automobile loan category which I'll get back to in a moment. From a core loan category perspective, we were once again led in the quarter by the performance of our large loan category which ended the quarter with $162 million in net receivables, an increase of 156% from the prior year and up 11% from the end of the fourth quarter. Large loans now represent 27% of our total portfolio and we expect that number will continue to grow in future quarters. Our core branch mall and convenience check loans typically are most affected by seasonal liquidation. And collectively, these categories decreased $27.7 million or 8% from the end of the fourth quarter but increased $18.8 million or 6% from the prior year. Our core loan categories continue to perform well for us. As for our automobile loan category, the pace of liquidation slowed in the quarter. As we noted on the prior call, our restructuring of all auto processes is ongoing, we expect we'll have at least one more quarter of liquidation as we complete the restructuring of that business, and then expect to grow the portfolio in the second half of 2016. Moving to Slide 7, net charge-offs for the quarter were $15 million, up $1.7 million versus the first quarter of 2015 and up $1.2 million versus the fourth…

Thanks, Don. Let's go to Slide 10. As I mentioned before, I was going to give you some strategic updates. So these are the updates that we've been working on and that I've mentioned them in previous calls. The first update is extremely important. After launching of Virginia de novo branches on a new origination and servicing system platform, in part as a proof-of-concept system. We're very pleased to report that the platform performed up to our expectations and we have now signed an agreement to convert all of our branches to that platform beginning immediately. The platform is a product of the Nortridge Company of Lake Forest, California, and as I mentioned, includes both an origination platform that we currently do not have, along with the servicing platform. Our expectation is that, although the conversion work is already underway as we incurred $400,000 in conversion costs this past quarter, we expect to convert our branches beginning in early the third quarter [ph] of this year and are planning to have all the branches converted by yearend. This system provides us with some capabilities that we've never had before. They've allowed us to capture information in the [inaudible] such as application data, purposive loans, DTI ratios, demographic data, etcetera. This system also has a decision engine built into it by our credit team that will provide our customer reps with credit decisions that are more standardized across our entire company, eliminating much of the underwriting that was historically the responsibility of our branch managers. We will also have the ability to text and email our customers through imaging and document and provide self-service portals, electronic payments among other very exciting features. The information that this system will be able to provide will be of great value to both our market…

Turning to Slide 11. While we don't give broad guidance, we have historically provided information regarding specific transactions or initiatives. Some of our current financing and investment initiatives are in acting [ph] our results of operations and we've attempted to outline the cost on this slide through the end of 2016. The largest impact pretax of $1.3 million will occur in the second quarter. After that the impact lessens through the end of the year. The cost of the auto-backed amortizing loan we closed in December is running slightly higher than our normal bank facility interest cost, so we've included that here for run rate info. In addition, we are borrowing on the bank facility to fund the repurchase of stock and that will increase our interest cost as well. The costs we've included here relates only to the purchases through today and could increase if we purchase additional shares of our stock. The third item is loan system implementation costs for the system change Mike described in his comments. We have existing software costs that are being depreciated on an accelerated basis now and we will continue to incur implementation expenses at least through the end of this year. That's all I have in cost initiatives and I'll turn the call back to Mike.

Thanks, Don. In closing, as I said earlier, this was a very solid quarter for the quarter. We conclude the first quarter of 2016 essentially where we expected we would be. Revenue growth has accelerated. We have a much improved delinquency profile, which suggests an improved loss outlook versus our first quarter levels, and we'll of course continue to closely manage our expense base. Having said that, we're also excited about the investments we are making in our future. We're excited about the new capabilities that the new system will provide. We are looking forward to the test results of our marketing channels and are pleased with the results of our Virginia de novo launch. All of this to say that we remain committed to running the Company for performance on both top line and bottom line, while also managing the Company through a transformation that will set up -- set us up for the opportunities we think will be there for us in the future. Thanks for your time and interest and now I'd like to open up the call for questions.

Thank you. [Operator Instructions] Our first question comes from the line of John Hecht with Jefferies. Your line is open.

Thanks guys. Don, I'm wondering if you can -- I know -- I understand the underwriting changes where you became, it sounds like, a little bit more selective on renewals. Can you maybe give us a little bit more color on that and has that changed, kind of has it entirely worked through the system, or is there still some residual impacts of it?

Sure, John. Thanks for the question. Yes, last year in the third quarter we did in fact tightened some underwriting standards. Some of that had to do with renewals of loans, and I think we mentioned that we've implemented a net tangible benefit. And so what you've seen is that that has partially contributed to the rise in delinquency at the end of the third quarter and still remains some at the end of the fourth quarter. It's kind of rolled through now for the most part, although the last three buckets here at the end of March still has a certain dollar amount of delinquencies. So we believe most of it's gone and we'll see the ray of loss decline here as we move into the second quarter.

Okay. And then, as you guys accurately discussed, that the delinquencies were pretty substantially down I think year over year and from quarter to quarter, but the large loan delinquencies are up year over year, if I recall, on the table. And is that just a functioning of that portfolio just seasoning, you've grown it and it's sort of coming into its own natural trends, or is there something else we should be looking at there?

No, there's nothing else we're aware of that you should be looking at or thinking about, John.

I think, John, if you look at the fourth quarter versus first quarter, it's pretty flat. It is what you said. Last year, with the explosive growth that we had from the fourth quarter of 2014 to the first quarter of 2015 and on, it was really what kind of we refer to as the denominator effect, which means the balances were growing [ph] and hadn't yet aged through. So, a lot of what you saw last year was that, and I think it's starting to level off as the portfolio has reached the size that it is right now.

Okay. Final question. You mentioned yield stabilization, and I know that there's -- the mix shift was causing the yield contraction. So if you're describing yield stabilization, are you kind of getting to a mix between small and large [inaudible] loans that shouldn't vary much going forward? Or how should we think about that?

You know, there's a good table on the press release which really I think dramatically shows the change in the yields from the first to the fourth. And so it shows, for example, that on small loans, the first of last year, we had 46 and in the fourth quarter we had 43. Then if you carry that fourth quarter into the first, we're still at 43. So it's by product. The -- when we talked about yields flattening or stabilizing, we meant by product for the most part.

Okay.

But also when you get there you'll notice that the large loan yields have actually increased. So it's a combination of things. I think what we're saying also is, going forward from here, with each product category remaining relatively stable, the change that we'll see going forward will reflect more of the mix to the large loan rather than changes in the individual yields or the individual product components.

Okay, that's very helpful. Thanks very much guys.

All right, John.

Our next question is from Sanjay Sakhrani with KBW. Your line is open.

Hi, this is actually Steven Kwok filling in for Sanjay. Thanks for taking my questions. I guess the first one I have was around the charge-off rate. Can you just talk about the seasonal trends that we should expect from a charge-off rate perspective?

I think -- yes. First -- well, I'll just say this. The first quarter of every year is typically, and I'll just talk about in terms of delinquency profile, then I get to seasonal trends, is typically your best in this industry, is your best profile of delinquencies. We've talked about this before. People get tax refunds, yearend bonuses, those kind of things. And we see payoffs, that's why our portfolio actually liquidates. The third quarter is a second and third quarter high-growth quarters for us. And as we move through the year, the delinquencies generally start to rise, followed again, because of the way of the 180-day write-off rule works, typically by higher dollar levels of loss, it depends how high the portfolio of growth which will determine the rate. Having said that, I think just to be clear, and it was John who asked the question in the last call, we, as Don mentioned, we had made some changes in the third quarter of last year and specifically renewing specifically related to the renewals, and what we did with some of the poor-performing customers, and it was just a change that we made and a lot of those rolled through. So what you're seeing in the first quarter in terms of the absolute level of losses really relates more to that. But that I think is -- the first quarter that we had this year in terms of loss rate was high because of the roll forward of those changes, higher than normal.

Got it. And then as we look out into the rest of the year, like should we expect that to come down because you're working through that bucket? Just wanted to see if you can provide some more color on that.

Yeah. As we said, the -- if you think about it, the last three buckets of our delinquency profile, typically the last three buckets typically relate to the next quarter's loss rate and -- losses rather -- and, you know, as Don said, our profile right now is in a record low. And because we're low particularly also in those last three buckets, we're expecting improved loss rates in the second and third quarter.

Got it. And then, how should we think about, from a provision perspective, should we look at it as a percentage of the total receivables?

I think a number of pieces do. I think you have to keep in mind certainly the loss rates that we just discussed and what's in the delinquency buckets at the backend of the delinquency table. I know there are a number of people who love to model the allowance as a percentage of total receivables. You can see the statistics that we have with the release and our Q when we filed. But I believe we are consistently, last two quarters, around 6% of total receivables, and that is something we've heard other people used to model.

Great. Thanks for taking my questions.

Sure.

You bet.

Our next question is from John Rowan with Janney. Your line is open.

Good evening guys.

Hey, John.

Hey, John.

Not to harp on the charge-off thing, but I just wanted to understand. So, not from a delinquency standpoint, but from a charge-off standpoint, shouldn't the first quarter be the lowest of the year, and then work your way up a little bit and peak out in December and then kind of back down? I'm just -- it's been a long time since we've seen really a clean charge-off number for a full year for you guys just given what happened with, you know, in 2014 and 2015. So I just want to understand how you're looking at that seasonal charge-off, not the delinquency.

Yeah, it's -- the first quarter losses, which obviously relates to the loss rate, include, I think as we tried to say, two things in particular. We're talking in the third quarter, for the fourth quarter; starting in the third quarter. We mentioned seasonally high delinquency profile. That's true in the auto business, the auto portfolio, if you take a look back. It's also true in the other core products. So that obviously will roll through from the third quarter and be basically your first quarter losses or part of your first quarter losses. That continues then to the fourth quarter. So, seasonality as it builds from a delinquency standpoint in the third and fourth, generally relates to higher levels of losses in the first quarter. The other part that Don mentioned, when he talked about net tangible benefit and some credit underwriting changes related to renewals, is we took, with our credit guys, looking at analytics, the pile of customers, groups of customers performed. We tightened down our renewal policy on those customers that we would otherwise have renewed, which resulted in having those customers, instead of being renewed, and gone back into the current bucket, they went instead towards loss. I think in this quarter, probably something like 16%, 17%, 18% of our losses really relate to that change. And the rest of the losses related to just the roll forward of what we would call the more normalized delinquency levels. So it was a change that had the effect of increasing our losses in this quarter by about 16%, 17% of the total. And just to go back, I think John asked, John Hecht asked the question, we're probably 90%, 95% through that change. In April we expect there'll be pretty much [inaudible] that the May and June numbers will be unaffected by that credit policy change we made last year.

Okay. Are you seeing any deterioration in the auto-backed, we've seen a bunch of companies report pretty weak credit from subprime model just given the, you know, falling recovery rates on vehicles? Is that included in that number at all?

Well, it's included in the loss number. We actually have also seen, just as everybody else as you mentioned, that the amount -- the recovery we make on repo-ed [ph] vehicles in terms of the resale value has gone down over the last eight or nine months for sure. And that's affecting our losses in the auto. Our auto business, as Don mentioned, is being restructured in a number of ways, and so we have a lot of noise in our numbers. But it starts to settle out, as Don said, we slowed down the pace of liquidation in the first quarter, we expect to see some growth. And we expect to see improved performance on the credit side as well. So it's improving for us. I think we're a little different because we're in a restructuring phase, probably a little different than most of the industry.

Okay, last question for me. So the loan conversions had some costs that you're citing here. That's $900,000 for the second quarter? I just want to make sure I understand this table you have on Page 11 of the deck.

Yeah, let's go to slide --

No, no. That's -- you're referring to loan system conversion?

Yeah, for the second quarter of 2016. I just want to understand if this is per share or -- I'm not entirely sure what these numbers --

Okay. Yeah.

Yeah, how do we read them?

Yeah, I'll try. What we're trying to say here is, is that -- and I'll just use the second quarter since you're asking about that -- what we're trying to say here is, compared to our normalized run rate of 2015, for the last couple of quarters of 2015 anyway, we have three items that we're calling out, so to speak, that are affecting our run rate when you compare it to what it was. One is, the increased interest cost on our automobile securitization that we did in the fourth quarter, which is costing us about $200,000 pretax per quarter, that's in the second quarter. The stock repurchase program that we talked about as well, buying back our shares, costing us about $200,000, we're funding that with drawing down our debt. And we've, as I mentioned, we've -- we're announcing a conversion to a new operating system, loan origination and servicing system. And as we announced the conversion, we can be finished with it by the end of the year, and we're going to have an accelerated depreciation write-offs in the next couple of quarters. And that number is $900,000 in the second quarter. The deferral fees that we talked about relate to our renewal volumes or origination volumes which are typically lower in the first quarter. And Don mentioned that. But that's not on the schedule. These are all items that kind of a different from our run rate.

So that's $900,000 in the second quarter for, again, just a write-off of your old system --

Yeah. Accelerated depreciation of our -- of the existing software, correct.

Combination of that and the implementation --

Correct. Right, correct.

Okay. Thank you. I just want to make sure I understood that correctly.

Okay.

[Operator Instructions] Our next question is from Bill Dezellem with Titan Capital Management. Your line is open.

Thank you. Two questions. First of all, as you think about the convenience check originations, what's the right level? It has been falling and ultimately we're going to come into a balance. So, would you talk to that point please?

So we -- so the convenience checks as a category is a combination of newly-originated convenience checks and customers who come in and renew themselves into essentially the same loan that they originally had. And now the convenience checks as well as the small loans are also [inaudible] businesses into our large loans. So when you take a look at the originations, if somebody comes from the convenience check category into a large loan, it doesn't show up as an origination or renewal inconvenience checks, it shows up as a renewal or a origination of large loans. So the numbers that you see there aren't consistent, you know, sort of apples to apples. In the first quarter of last year, the originations were, for convenience checks, were about $60 million and this year they're $55 million. But as we mentioned before, two-thirds of our large loan originations come from convenience checks and small loans. So the large loans which have $48 million in originations this year from $29 million last year, two-thirds of that $48 million, about $30 million are coming from the convenience checks and small loans. So it's not exactly a direct comparison. Convenience checks, as I mentioned before, provides us with new to company customers of about 100,000 new customers per year. So it's a great customer acquisition channel for us.

And you're really hitting on the point today with trying to grasp which if originations were to continue to fall, then ultimately that new customer pipeline goes away. And clearly that's not what you're trying to accomplish. And so I'm not sure how to ask the question correctly but I am trying to understand, at what level do you think the convenience check originations stabilize and that will provide the, basically, the feeder pipeline that you're looking for?

Well, we look at it -- we look at sort of at a different way. So, one of the ways we look at it is, how many new loans are we originating through the convenience check channel every month? And that's been a very consistent number and actually increasing over the past 15 months. We probably get, as I said, 100,000 customer, we get about 8,000 accounts every month, 7,000, 8,000 accounts every month from this channel. Then when -- and this particular chart that we have on Page 8 in the press release, this is not only newly originated loans but these are also loans that were originated or renewed. So the decline you're seeing is more that they were renewed out of this category into large loans. The amount of the new to company originations from new customers is slightly up from a year-over-year basis. So you're not going to be able to get that picture from this charge, because what you don't see is the mix change coming out of convenience checks in small going to large.

Right. Okay. Thank you, Mike. And then second question is, relative to your charge-offs, first quarter was at 9.7% versus the fourth quarter at 9.4% -- pardon me, by 9.0%. So that increase, is that the seasonality or is that -- is there something to do with credit back there behind the scenes that tail from the Q3 change?

Yeah, there was, at the end of the fourth quarter, if you look at the last three buckets of our delinquency profile, we had about almost $20 million of loans sitting in those last three buckets. And with the 180-day write-off rule, those three buckets become your January, February and March losses. And from that $19 million, almost $20 million, $15 million rolled through and became our losses for this quarter. And as Don mentioned, there are two factors that created that delinquency profile at the end of the fourth quarter. One is seasonality. You always get some seasonally high delinquencies in the third, fourth quarter. And two, we made a credit underwriting change, particularly on renewals back in the third quarter, which caused an increase, a cohort if you will of accounts that we were no longer going to renew, and instead of paying us off, the customers started to roll the loss. And as I just mentioned in the previous call, when you look at our $15 million number in this quarter on write-offs, approximately, I would say, 14% or so, 15%, close to 15%, of this quarter's write-off, are related to that underwriting change, and the bounds of the write-offs are related to a more normalized seasonal patterns of the delinquency profile just rolling to loss. So I would say that our, again with [inaudible] relationships, I would say that our 9.7% was affected by the underwriting change by about 120 basis points or something like that, 100 to 120 basis points. And that is a one-time event in this quarter, we're 90% of the way through it. The second quarter, just a very small, minor impact. And then from that point forward, it being more normalized, more comparable set of period-to-period comparisons. But I'd also quickly add that, in the first quarter, we have a much lower level of delinquencies, which proves my point. And so as we've said in our comments, the second and third quarter loss in absolute terms and in rate terms should be much improved from the first quarter, because of those reasons.

Thanks for tying all that together. Appreciate it.

Sure.

Our next question comes from the line of J.R. Bizzell with Stephens, Incorporated. Your line is open.

Good afternoon guys and thanks for taking my questions. Most of mine have been asked. But really congrats on getting the platform -- large platform out, the loan management platform out and about. Wondering, as you've implemented it in your test market and then with your expectations as you're rolling it out for the remainder of the year, I'm just wondering if you expect a collection delay, an origination volume delay, it could be as minor as a couple of days in the stores. I'm just wondering how long the process is to put in this new system, and if you expect any kind of hindrance on production within those stores.

Yeah. The -- as you might remember, we had a system convergence schedule I think for early part of 2015 which we abandoned. That was sort of a big bang, the whole company at once, and we were actually contemplating that we might have to close the stores, the branches, for a day or two. This is different. This is a sequential state-by-state rollout. And it will happen over the course of a weekend with no impact to our opening, branch opening hours if you will. We haven't converted and yet obviously we brought Virginia up on this new platform, we haven’t converted any yet. We're starting in the third quarter, being completed by the fourth quarter is our expectation. So I can't talk from experience but I could talk from our planning. And our planning is that we're expecting no impact on the running of the business, you know, post conversion. And in fact, what we do, I think I mentioned it in my comments, we're getting a tremendous amount of information from this new origination system. Because as I mentioned, we've never had one before. So we're getting things like purposive loan that we now can look at centrally that we've never had before, it was resident to the branches. We're looking at how the decision engine that we built, more standardized underwriting across the company. And reasons for declines, for a declining loan, from a credit perspective, our credit guys are able to understand better. So we actually think we'll get an uptick in business because we'll be able to more quickly adjust different things, whether it's our marketing or whether it's our credit standards, to take advantage of this information that we'll have now that we've never had before. So I don't think there'll be any delay. I think we're also going to get significant operating efficiencies, especially when you have things like texting, emailing, electronic payments. Because as we mentioned before, 99% of all the payments that our customers make every month are done in branch. And I have no -- we have expectations that, as we roll out the electronic payments, that more and more customers will take advantage of this, so I don't know how long it'll take them to take advantage of it, but I expect it'll be pretty quick. So we'll have a lot more information, we'll have a lot better efficiencies. I don't expect any drop-off in the business and I actually expect an increase.

And kind of building on that, and you kind of asked my next question, but thinking about centralized collection process for you guys, and with this new system, the data that you're going to see, the efficiency you're going to receive in the store, and kind of saying [ph] about those later-stage delinquency buckets, will this provide you a better opportunity to maybe enhance the centralized collection process on later-stage delinquencies, if you wanted to go that route?

Yeah. The other thing that this system provides is better-worked queues. So we can help direct the focus of collection efforts, if you will, from Greenville. And so for example, if a particular region, branch, area, whatever, is experiencing higher than standard levels of delinquencies, the credit folks here can direct that branch to either work those things or work those things differently with different loss mitigation tools. That's the answer to a part of your question. The other answer is we're actually doing a co-collection test over the past months or so in advance of moving late-stage collections to central. That test is only, I think we did 18 branches, we're adding another 32 branches to the test, that'd be 50 of our 339. But our expectation is probably by yearend we will start moving the -- maybe we'll do it in some sort of sequence but we'll start moving the late-stage delinquencies to a centralized location.

Perfect. And then one last one for me if you don't mind.

Nope.

When you're thinking about the share repurchase program, you've been successful in kind of taking advantage of that. And I wonder, once you utilize that $25 million program, is there any reason to believe that the Board and the management team has a change of heart around expectation for future share repurchase?

You know, it's -- we've been talking to the Board about share repurchase, actually when I was on the Board before I became CEO, and when the stock price was at a different level, you know, the conversation was different. And then when the stock price dropped over the course of the last half of 2015, then we had a different conversation with the Board. We've talked to them about the size of the program, we talked to them about our objectives in terms of supporting the stock price and the economics involved and buying back stock at different price points. You know, so I would imagine that if the stock price were to do something precipitously, precipitous in terms of falling or whatever, then might have a different conversation with the Board. But our expectation is that, as I mentioned, you know, we built a nice foundation in the first quarter. We absorbed a higher level of credit losses due to some of the changes we made last year that needed to be made in the credit underwriting, but that's mostly through. And we've also made changes on the origination side so that we don't deal with those kinds of customers anymore. So we think we have a nice solid foundation for the beginning of 2016. Our expectation is that we'll have solid quarters going forward and that'll obviate the need to go back to the Board and ask for any increase in the program.

Thanks for the detail.

Sure.

And I'm not showing any further questions so I'll now turn the call back over to Mr. Dunn for closing remarks.

Okay. Well, thanks as always. We're very excited, as I mentioned probably more than once on the call, about our prospects for business in the second quarter, our prospects for all the changes that we're going through as a Company, and very excited about the balance of the year in the future. So, thanks everybody for your interest and we'll see you next quarter. Thanks.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone have a great day.