##### Table of Contents





As filed with
    the Securities and Exchange Commission on July 12,
    2011.
 
 Registration
    No. 333-174245
     UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
  Amendment No. 2
    to
 
 Form S-1
 REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
      Regional Management
    Corp.
 (Exact Name of Registrant as
    Specified in its Charter)
  South Carolina (before conversion)
    Delaware (after conversion)(State or other jurisdiction
    of
    incorporation or organization)

6141(Primary Standard
    Industrial
    Classification Code Number)

57-0847115(I.R.S. Employer
    Identification No.)  509 West Butler Road
    Greenville, South Carolina 29607
    Telephone:
    (864) 422-8011 (Address, including
    zip code, and telephone number, including area code, of
    Registrants principal executive offices)
     Thomas F. Fortin
    Chief Executive Officer
    Regional Management Corp.
    509 West Butler Road
    Greenville, South Carolina 29607
    Telephone:
    (864) 422-8011 (Name, address,
    including zip code, and telephone number, including area code,
    of agent for service)
 Copies to:
  Joshua Ford Bonnie
    Lesley Peng
    Simpson Thacher & Bartlett LLP
    425 Lexington Avenue
    New York, New York 10017
    Telephone:
    (212) 455-2000
    Facsimile:
    (212) 455-2502

Colin J. Diamond
    White & Case LLP
    1155 Avenue of the Americas
    New York, New York 10036
    Telephone: (212) 819-8200
    Facsimile: (212) 354-8113       As soon as practicable after the
    Registration Statement is declared effective.
      o
  o
  o
  o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
      CALCULATION OF
    REGISTRATION FEE
  PROPOSED MAXIMUMTITLE OF EACH CLASS OF


AGGREGATE OFFERING


AMOUNT OFSECURITIES TO BE REGISTERED


PRICE(1)(2)


REGISTRATION FEECommon Stock, par value $0.10 per share


$100,000,000


$11,610(3)   (1)
    
    Estimated solely for the purpose of
    determining the amount of the registration fee in accordance
    with Rule 457(o) under the Securities Act of 1933.(2)
    
    Includes shares of common stock
    subject to the underwriters over-allotment option.(3)
    
    Previously paid.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




---



##### Table of Contents



The
information contained in this preliminary prospectus is not
complete and may be changed. We and the selling stockholders may
not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not
permitted.  SUBJECT TO
    COMPLETION, DATED JULY 12, 2011
 
  PRELIMINARY PROSPECTUS
  Shares
  
  Common Stock
    
  Investing in our common stock involves a high degree of risk.
    Please read Risk Factors beginning on page 12
    of this prospectus.
 
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.
   PER SHARE


TOTALPublic Offering Price

$



$Underwriting Discounts and Commissions

$



$Proceeds to Regional Management Corp. before expenses

$



$Proceeds to the selling stockholders before expenses

$



$      JefferiesJMP Securities

Stephens Inc.BMO Capital Markets




---



##### 





Table of
    Contents
   
  
 PageSummary

1Risk Factors

12Forward-Looking Statements

27Use of Proceeds

28Dividend Policy

29Capitalization

30Dilution

31Unaudited Pro Forma Consolidated Financial
    Information

33Selected Historical Consolidated Financial and
    Operating Data

37Managements Discussion and Analysis of
    Financial Condition and Results of Operations

39Business

59Management

77Certain Relationships and Related Person
    Transactions

101Principal and Selling Stockholders

104Description of Capital Stock

106Certain United States Federal Income and Estate
    Tax Consequences to
    Non-U.S.
    Holders

110Shares Eligible for Future Sale

112Underwriting (Conflicts of Interest)

114Certain ERISA Considerations

118Notice to Investors

119Legal Matters

122Experts

122Where You Can Find More Information

122Index to Financial Statements

F-1EX-3.2EX-10.3EX-21.1EX-23.1EX-23.6  
 
             i




---



##### Table of Contents



ii




---



##### Table of Contents



SUMMARY This summary highlights selected information contained
    elsewhere in this prospectus and does not contain all the
    information you should consider before investing in shares of
    our common stock. You should read this entire prospectus
    carefully, including the section entitled Risk
    Factors and the financial statements and the related notes
    included elsewhere in this prospectus, before you decide to
    invest in shares of our common stock.
  Regional
    Management Corp.
  easy-to-understand
   n
    Small Installment Loans  We offer standardized
    small installment loans ranging from $300 to $2,500, with terms
    of up to 36 months, which are secured by non-essential
    household goods. We originate these loans both through our
    branches and through mailing live checks to
    pre-screened individuals who are able to enter into a loan by
    depositing these checks. As of March 31, 2011, we had
    approximately 110,000 small installment loans outstanding
    representing $99.6 million in finance receivables.n
    Large Installment Loans  We offer large
    installment loans through our branches ranging from $2,500 to
    $18,000, with terms of between 18 and 54 months, which are
    secured by a vehicle in addition to non-essential household
    goods. As of March 31, 2011, we had approximately 11,000
    large installment loans outstanding representing
    $32.7 million in finance receivables.n
    Automobile Purchase Loans  We offer automobile
    purchase loans of up to $30,000, generally with terms of between
    36 and 72 months, which are secured by the purchased
    vehicle. Our automobile purchase loans are offered through a
    network of dealers in our geographic footprint, including over
    1,550 independent and over 540 franchise automobile dealerships
    as of March 31, 2011. Our automobile purchase loans include
    both direct loans, which are sourced through a dealership and
    closed at one of our branches, and indirect loans, which are
    originated and closed at a dealership in our network without the
    need for the customer to visit one of our branches. As of
    March 31, 2011, we had approximately 13,700 automobile
    purchase loans outstanding representing $102.2 million in
    finance receivables.n
    Furniture and Appliance Purchase Loans  We
    offer indirect furniture and appliance purchase loans of up to
    $7,500, with terms of between six and 48 months, which are
    secured by the purchased furniture or appliance. These loans are
    offered through a network of over 100 furniture and appliance
    retailers. Since launching this product in November 2009, our
    portfolio has grown to approximately 3,200 furniture and
    appliance purchase loans outstanding representing
    $3.7 million in finance receivables.n
    Insurance Products  We offer our customers
    optional payment protection insurance relating to many of our
    loan products.
 1




---



##### Table of Contents



Our
    Industry
    Installment Lending.
  Automobile Purchase Lending.
  Furniture and Appliance Purchase Lending.
  Our
    Strengths
  Integrated Branch Model Offers Advantages Over Traditional
    Lenders.
 2




---



##### Table of Contents



Multiple Channel Platform.
 n
    146 branches across five states;n
    a network of over 1,550 independent and over 540 franchise auto
    dealerships, which offer our loans to their customers;n
    our pre-screened live check mailings;n
    a network of over 100 furniture and appliance retailers, which
    offer our loans to their customers; andn
    our consumer website through which we facilitate loan
    applications.    Attractive Products for Customers with Limited Access to
    Credit.
 
  Demonstrated Organic Growth.
 
 
  Consistent Portfolio Performance.
 
  Experienced Management Team.
 3




---



##### Table of Contents



Our
    Strategies
  Grow Our Branch Network.
 n
    Existing Branches  We intend to continue
    increasing same-store revenues, which have grown an average of
    13.4% per annum for the five years ended December 31, 2010,
    by further building relationships in the communities in which we
    operate and capitalizing on opportunities to offer our customers
    new loan products as their credit profiles evolve. From 2006 to
    2010, we opened 44 new branches, and we expect revenues at these
    branches will continue to grow faster than our overall
    same-store revenue growth rate as these branches mature.n
    New Branches  We believe there is sufficient
    demand for consumer finance services to continue our pattern of
    new branch growth in the states where we currently operate,
    allowing us to capitalize on our existing infrastructure and
    experience in these markets. Opening new branches allows us to
    generate both direct lending at the branches, as well as to
    create new origination opportunities by establishing
    relationships through the branches with automobile dealerships
    and furniture and appliance retailers in the community.n
    New States  We intend to explore opportunities
    for growth in several states outside our existing geographic
    footprint that enjoy favorable interest rate and regulatory
    environments.  Continue to Expand and Capitalize on Our Diverse Channels
    and Products.
 n
    Automobile Purchase Loans  We have identified
    over 11,500 additional dealers in our existing geographic
    footprint. We have hired dedicated marketing personnel to
    develop relationships with these additional dealers to expand
    our network. We will also seek to capture a larger percentage of
    the financing activity of dealers in our existing network. We
    intend to continue expanding the number of franchise dealer
    relationships through our AutoCredit Source branches to grow our
    loan portfolio through increased penetration.n
    Live Check Program  We continue to refine our
    screening criteria and tracking for direct mail campaigns, which
    we believe has enabled us to improve response rates and credit
    performance and allowed us to triple the annual number of live
    checks that we mailed from 2007 to 2010. We intend to continue
    to increase our use of live checks to grow our loan portfolio by
    adding new customers and creating opportunities to offer new
    loan products to our existing customers.n
    Furniture and Appliance Purchase Loans  We
    have identified over 3,700 additional furniture and appliance
    retail locations in our existing geographic footprint which
    offers us the opportunity to expand our network.n
    Online Sourcing  We intend to continue to
    develop and expand our online marketing efforts and increase
    traffic to our consumer website through the use of tools such as
    search engine optimization and paid online advertising.  Continue to Focus on Sound Underwriting and Credit
    Control.
 
  Recent
    Developments
 4




---



##### Table of Contents



Risk
    Factors
   n
    We have grown significantly in recent years and our delinquency
    and charge-off rates and overall results of operations may be
    adversely affected if we do not manage our growth effectively;n
    We face significant risks in implementing our growth strategy
    some of which are outside our control;n
    We face strong direct and indirect competition;n
    Our business products and activities are strictly and
    comprehensively regulated at the local, state and federal level;n
    Changes in laws and regulations or interpretations of laws and
    regulations could negatively impact our business, results of
    operations and financial condition;n
    The Dodd-Frank Wall Street Reform and Consumer Protection Act of
    2010 (the Dodd-Frank Act) authorizes the newly
    created Consumer Financial Protection Bureau (the
    CFPB) to adopt rules that could potentially have a
    serious impact on our ability to offer short-term consumer loans
    and have a material adverse effect on our operations and
    financial performance;n
    A substantial majority of our revenue is generated by our
    branches in South Carolina, Texas and North Carolina;n
    Our business could suffer if we are unsuccessful in making,
    continuing and growing relationships with automobile dealers and
    furniture and appliance retailers;n
    Regular turnover among our managers and other employees at our
    branches makes it more difficult for us to
 5




---



##### Table of Contents



operate our branches and increases our costs of operations,
    which could have an adverse effect on our business, results of
    operations and financial condition; n
    Our live check direct mail strategy exposes us to certain risks;
    andn
    We face credit risk in our lending activities.    Our
    Sponsors
 
   
     (864) 422-8011.
 6




---



##### Table of Contents



THE
    OFFERING
  Common stock offered by us
    
    shares.Common stock offered by the selling stockholders
    
    shares
    (           shares
    if the underwriters exercise their over-allotment option in
    full).Over-allotment option
    
    The selling stockholders have granted the underwriters a
    30-day
    option to purchase up
    to          additional
    shares of our common stock at the initial public offering price,
    solely to cover over-allotments, if any.Common stock outstanding after this offering
    
    shares.Use of proceeds
    
    We estimate that the net proceeds to us from this offering,
    after deducting the underwriting discount and estimated offering
    expenses payable by us, will be approximately
    $      million. We intend to use
    the net proceeds of this offering as follows:n  approximately
    $      million to repay
    outstanding borrowings, plus accrued and unpaid interest, under
    our Third Amended and Restated Loan and Security Agreement,
    dated as of March 21, 2007 (the senior revolving
    credit facility);n  to
    repay $25.8 million outstanding as of March 31, 2011,
    plus accrued and unpaid interest, under our Senior Subordinated
    Loan and Security Agreement, dated as of August 25, 2010
    (the mezzanine debt); andn  $1.1 million
    to make one-time payments to certain of our existing owners in
    the aggregate in consideration for the termination of our
    advisory and consulting agreements with them in accordance with
    their terms upon consummation of this offering as described
    under Certain Relationships and Related Person
    Transactions  Advisory and Consulting Fees.Any additional net proceeds will be applied to repay additional
    outstanding borrowings under our senior revolving credit
    facility. We will not receive any proceeds from the sale of
    shares of our common stock by the selling stockholders. See
    Use of Proceeds.Dividend policy
    
    We have no current plans to pay dividends on our common stock in
    the foreseeable future.Risk factors
    
    See Risk Factors for a discussion of risks you
    should carefully consider before deciding to invest in our
    common stock.Proposed New York Stock Exchange symbol
    
    RMConflict of interest
    
    We intend to use a portion of the net proceeds from this
    offering to repay amounts outstanding under our senior revolving
    credit facility. An affiliate of BMO Capital Markets Corp., an
    underwriter in this offering, is one of the lenders under our
    senior revolving credit facility. Because more than 5% of the
    proceeds of this offering, not including underwriting
    compensation, will be received by an affiliate of an underwriter
    in this
 7




---



##### Table of Contents



offering, this offering is being conducted in compliance with
    FINRA Rule 5121, as administered by the Financial Industry
    Regulatory Authority, Inc. However, no qualified independent
    underwriter is needed for this offering because this offering
    meets the conditions set forth in FINRA Rule 5121(a)(1)(A).
    See Use of Proceeds and Underwriting
    (Conflicts of Interest)  Affiliations and Conflicts
    of Interest.   n
    589,022 shares of our common stock issuable upon exercise
    of options at a weighted average exercise price of $5.4623 per
    share outstanding as of March 31, 2011 under the Regional
    Management Corp. 2007 Management Incentive Plan (our 2007
    Stock Plan) including options granted in 2007 and
    2008; andn
    shares
    of common stock that have been reserved for issuance under the
    Regional Management Corp. 2011 Stock Incentive Plan (our
    2011 Stock Plan)
    including      shares issuable
    upon the exercise of stock options that we intend to grant to
    our executive officers and directors at the time of this
    offering with an exercise price equal to the initial public
    offering price. See Management  Compensation
    Discussion and Analysis  2011 Stock Incentive
    Plan and  Actions Taken in 2011 and
    Anticipated Actions in Connection with the Offering.
 8




---



##### Table of Contents



SUMMARY
    HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OPERATING
    DATA
 9




---



##### Table of Contents



UNAUDITEDUNAUDITED


PROUNAUDITED


PRO


FORMATHREE


FORMA


THREEMONTHS


YEAR


MONTHSENDED


ENDED


ENDEDYEAR ENDED DECEMBER 31,


MARCH 31,


DECEMBER 31,


MARCH 31,2006


2007(1)


2008


2009


2010


2010


2011


2010


2011(Dollars in thousands, except for per share amounts)Consolidated Statements of Income Data:Revenue:Interest and fee income

$
42,240


$
49,478


$
58,471


$
63,590


$
74,218


$
18,022


$
21,045


$
74,218


$
21,045Insurance income, net, and other income


6,718



7,144



8,271



9,224



12,614



3,657



3,651



12,614



3,651Total revenue


48,958



56,622



66,742



72,814



86,832



21,679



24,696



86,832



24,696Expenses:Provision for loan
    losses(2)


9,526



13,665



17,376



19,405



16,568



3,902



3,836



16,568



3,836General and administrative expenses


21,128



22,950



27,862



29,120



33,525



8,919



10,212



33,525



10,212Consulting and advisory fees






2,006



1,644



1,263



1,233



308



310







Interest expense:Senior and other debt


7,812



8,687



7,399



4,846



5,542



1,484



1,763Mezzanine debt






5,353



3,706



3,835



4,342



984



996







Total interest expense


7,812



14,040



11,105



8,681



9,884



2,468



2,759Total expenses


38,466



52,661



57,987



58,469



61,210



15,597



17,117Income before taxes and discontinued operations


10,492



3,961



8,755



14,345



25,622



6,082



7,579Income taxes


3,525



857



2,276



4,472



9,178



2,129



2,644Net income from continuing operations

$
6,967


$
3,104


$
6,479


$
9,873


$
16,444


$
3,953


$
4,935


$



$Earnings per Share Data:Basic earnings per
    share(3)









$
0.69


$
1.06


$
1.76


$
0.42


$
0.53


$



$Diluted earnings per
    share(3)









$
0.68


$
1.03


$
1.70


$
0.41


$
0.51


$



$Weighted average shares used in computing basic earnings per
    share(3)










9,336,727



9,336,727



9,336,727



9,336,727



9,336,727Weighted average shares used in computing diluted earnings per
    share(3)










9,482,604



9,590,564



9,669,618



9,606,178



9,648,103Consolidated Balance Sheet Data (at period end):Finance
    receivables(4)

$
140,605


$
167,535


$
192,289


$
214,909


$
247,246


$
200,043


$
238,117


$
247,246


$
238,117Allowance for loan
    losses(2)


(11,191
)


(13,290
)


(15,665
)


(18,441
)


(18,000
)


(17,975
)


(18,000
)


(18,000
)


(18,000
)Net finance
    receivables(5)

$
129,414


$
154,245


$
176,624


$
196,468


$
229,246


$
182,068


$
220,117


$
229,246


$
220,117Total assets


141,591



168,484



192,502



214,447



241,358



197,138



237,013Total liabilities


120,110



159,079



176,095



187,807



197,914



166,456



188,556Temporary
    equity(6)






12,000



12,000



12,000



12,000



12,000



12,000







Total stockholders equity


21,481



(2,595
)


4,407



14,640



31,444



18,682



36,469Selected Operational Data:Average finance
    receivables(7)

$
123,645


$
146,265


$
178,159


$
192,981


$
216,024


$
206,858


$
240,884Number of branches (at period end)


89



96



112



117



134



119



146Cash flow from operations

$
16,129


$
17,990


$
26,654


$
31,232


$
41,215


$
11,171


$
9,985Efficiency
    ratio(8)


43.2
%


40.5
%


41.7
%


40.0
%


38.6
%


41.1
%


41.4
%Same-store finance receivables (at period
    end)(9)

$
133,535


$
163,945


$
184,087


$
212,804


$
236,717


$
197,795


$
224,684Same-store revenue growth
    rate(9)


9.6
%


15.3
%


15.7
%


9.0
%


17.4
%


24.0
%


8.9
%Same-store finance receivables growth
    rate(9)


11.8
%


16.6
%


9.9
%


10.7
%


10.1
%


11.6
%


12.3
%
 10




---



##### Table of Contents



UNAUDITEDUNAUDITED


PROUNAUDITED


PRO


FORMATHREE


FORMA


THREEMONTHS


YEAR


MONTHSENDED


ENDED


ENDEDYEAR ENDED DECEMBER 31,


MARCH 31,


DECEMBER 31,


MARCH 31,2006


2007(1)


2008


2009


2010


2010


2011


2010


2011(Dollars in thousands, except for per share amounts)Selected Asset Quality Data:Number of loans (at period end)


84,760



99,089



110,895



128,285



148,813



119,615



137,367Loan loss provision as a percentage of revenue


19.5
%


24.1
%


26.0
%


26.7
%


19.1
%


18.0
%


15.5
%Loan loss provision as a percentage of average finance
    receivables


7.7
%


9.3
%


9.8
%


10.1
%


7.7
%


7.5
%(10)


6.4
%(10)Net charge-offs as a percentage of average finance receivables


7.0
%


7.8
%


8.4
%


8.6
%


7.9
%


8.4
%(10)


6.4
%(10)Over 90 days contractual delinquency rate


2.8
%


2.7
%


4.5
%


3.9
%


2.3
%


3.6
%


2.3
%Over 180 days contractual delinquency rate


0.7
%


0.6
%


1.3
%


1.0
%


0.4
%


1.2
%


0.5
%  
 
 (1)
    
    On March 21, 2007, Palladium
    Equity Partners III, L.P. and Parallel 2005 Equity Fund, LP
    acquired the majority of our outstanding common stock. In
    connection with the acquisition transaction, we issued
    $25.0 million of mezzanine debt at an interest rate of
    18.375%, plus related fees, which we refinanced in 2007 and
    again in 2010 with Palladium Equity Partners III, L.P. and
    certain of our individual owners. Additionally, we pay the
    sponsors annual advisory fees of $675,000 in the aggregate, and
    pay certain individual owners annual consulting fees of $450,000
    in the aggregate, in each case, plus certain expenses. See
    Certain Relationships and Related Person
    Transactions  Advisory and Consulting Fees. We
    intend to repay the mezzanine debt with proceeds from this
    offering, and we expect to terminate the consulting and advisory
    agreements concurrent with this offering.(2)
    
    As of January 1, 2010, we
    changed our loan loss allowance methodology for small
    installment loans to determine the allowance using losses from
    the trailing eight months, rather than the trailing nine months,
    to more accurately reflect the six-month average life of our
    small installment loans. The change from nine to eight months of
    average losses reduced the loss allowance for small installment
    loans by $1.1 million as of January 1, 2010 and
    reduced the provision for loan losses by $451,000 for 2010.(3)
    
    Prior to the acquisition
    transaction, we had a different capital structure, including a
    different number of shares of common stock outstanding.
    Accordingly, a comparison of earnings before the acquisition
    transaction is not meaningful.(4)
    
    Finance receivables equal the total
    amount due from the customer, net of unearned finance charges,
    insurance premiums and commissions.(5)
    
    Net finance receivables equal the
    total amount due from the customer, net of unearned finance
    charges, insurance premiums and commissions and allowance for
    loan losses.(6)
    
    The shareholders agreement among
    us, Regional Holdings LLC, the sponsors and the individual
    owners provides that the individual owners have the right to put
    their stock back to us if an initial public offering does not
    occur within five years of the date of the acquisition
    transaction, March 21, 2007. We valued this put option at
    the original purchase price of $12.0 million. The filing of
    the registration statement of which this prospectus forms a part
    relating to this offering makes it probable that the put option
    will not become exercisable.(7)
    
    Average finance receivables are
    computed using the most recent thirteen month-end balances for
    the annual periods shown and the most recent four month-end
    balances for the three-month periods shown.(8)
    
    Our efficiency ratio is calculated
    by dividing the sum of general and administrative expenses by
    total revenue.(9)
    
    All same-store measurements for any
    period are calculated based on stores that had been open for at
    least one year as of the end of the period. 
  (10)
    
    The loan loss provision and net
    charge-offs as a percentage of average finance receivables are
    annualized figures.
    11




---



##### Table of Contents



RISK
    FACTORS  An investment in shares of our common stock involves risks.
    You should carefully consider the following information about
    these risks, together with the other information contained in
    this prospectus, before investing in shares of our common
    stock.
  Risks Related to
    Our Business
   We have grown
    significantly in recent years and our delinquency and charge-off
    rates and overall results of operations may be adversely
    affected if we do not manage our growth
    effectively.
   We face
    significant risks in implementing our growth strategy, some of
    which are outside our control.
  n
    the prevailing laws and regulatory environment of each state in
    which we operate or seek to operate, and, to the extent
    applicable, federal laws and regulations, which are subject to
    change at any time;n
    the degree of competition in new markets and its effect on our
    ability to attract new customers;n
    our ability to identify attractive locations for new branches;n
    our ability to recruit qualified personnel, in particular in
    remote areas and areas where we face a great deal of
    competition; andn
    our ability to obtain adequate financing for our expansion plans.    We face strong
    direct and indirect competition.
   peer-to-peer
    12




---



##### Table of Contents



rent-to-own
    A substantial
    majority of our revenue is generated by our branches in South
    Carolina, Texas and North Carolina.
   Our business
    could suffer if we are unsuccessful in making, continuing and
    growing relationships with automobile dealers and furniture and
    appliance retailers.
       13




---



##### Table of Contents



Regular
    turnover among our managers and other employees at our branches
    makes it more difficult for us to operate our branches and
    increases our costs of operations, which could have an adverse
    effect on our business, results of operations and financial
    condition.
 
  
  We are subject
    to government regulations concerning our hourly and our other
    employees, including minimum wage, overtime and health care
    laws.
 wage-hour wage-hour,
  Our live check
    direct mail strategy exposes us to certain risks.
  n
    it is more difficult to maintain sound underwriting standards
    with live check customers, and these customers have historically
    presented a higher risk of default than customers that originate
    loans in our branches, as we do not meet a live check customer
    prior to soliciting them and extending a loan to them, and we
    may not be able to verify certain elements of their financial
    condition, including their current employment status or life
    circumstances;n
    we rely on a software-based model and credit information from a
    third-party credit bureau that is more limited than a full
    credit report to pre-screen potential live check recipients,
    which may not be as effective or may be inaccurate or outdated;    14




---



##### Table of Contents



n
    we face limitations on the number of potential borrowers who
    meet our lending criteria within proximity to our branches;n
    we may not be able to continue to access the demographic and
    credit file information that we use to generate our mailing
    lists due to expanded regulatory or privacy restrictions;n
    live checks pose a greater risk of fraud as the live checks may
    be fraudulently replicated;n
    we depend on one bank to issue and clear our live checks and any
    failure by that bank to properly process the live checks could
    limit the ability of a recipient to cash the check and enter
    into a loan with us;n
    we sell clearly disclosed optional credit insurance products as
    part of our live check mailing campaigns; however, customers may
    subsequently claim that they did not receive sufficient
    explanation or notice of the insurance products that they
    purchased;n
    customers may opt out of direct mail solicitations and
    solicitations based on their credit file or may otherwise
    prohibit us from soliciting them; andn
    postal rates and piece printing rates may continue to rise.    A reduction in
    demand for our products and failure by us to adapt to such
    reduction could adversely affect our business and results of
    operations.
   We may attempt
    to pursue acquisitions or strategic alliances, which may be
    unsuccessful.
  n
    overvaluing potential targets due to limitations on our due
    diligence efforts;n
    difficulties in integrating any acquired companies, branches or
    products into our existing business, including integration of
    account data into our information systems;n
    inability to realize the benefits we anticipate in a timely
    fashion, or at all;n
    attrition of key personnel from acquired businesses;n
    unexpected losses due to the acquisition of existing loan
    portfolios with loans originated using less stringent
    underwriting criteria;n
    significant costs, charges or writedowns; orn
    unforeseen operating difficulties that require significant
    financial and managerial resources that would otherwise be
    available for the ongoing development and expansion of our
    existing operations.  We are exposed
    to credit risk in our lending activities.
     15




---



##### Table of Contents



We may be
    limited in our ability to collect on our loan portfolio and the
    security interests securing a significant portion of our loan
    portfolio are not perfected, which may increase our loan
    losses.
 
  
  30-day
 
 
   
  Our policies
    and procedures for underwriting, processing and servicing loans
    are subject to potential failure or circumvention, which may
    adversely affect our results of operations.
 on-site
    16




---



##### Table of Contents



If our
    estimates of loan losses are not adequate to absorb actual
    losses, our provision for loan losses would increase, which
    would adversely affect our results of operations.
   Interest rates
    on automobile purchase and furniture and appliance purchase
    loans are determined at competitive market interest rates and we
    may fail to adequately set interest rates, which may adversely
    affect our business.
   Failure of
    third-party service providers upon which we rely could adversely
    affect our business.
 
  
  We depend to a
    substantial extent on borrowings under our senior revolving
    credit facility to fund our liquidity needs.
     17




---



##### Table of Contents



We are subject
    to interest rate risk resulting from general economic conditions
    and policies of various governmental and regulatory
    agencies.
   Our revolving
    credit agreement contains restrictions and limitations that
    could affect our ability to operate our business.
  n
    incur or guarantee additional indebtedness;n
    purchase large loan portfolios in bulk;n
    pay dividends or make distributions on our capital stock or make
    certain other restricted payments;n
    sell assets, including our loan portfolio or the capital stock
    of our subsidiaries;n
    enter into transactions with our affiliates;n
    create or incur liens; andn
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets.      If we lose the
    services of any of our key management personnel, our business
    could suffer.
       18




---



##### Table of Contents



We rely on
    information technology products developed, owned and supported
    by third parties, including our competitors.
   and/or
  Security
    breaches in our branches or in our information systems could
    adversely affect our financial conditions and results of
    operations.
   back-up
  Our
    centralized headquarters functions are susceptible to
    disruption by catastrophic events, which could have a material
    adverse effect on our business, results of operations and
    financial condition.
   Risks Related to
    Regulation
   Our business
    products and activities are strictly and comprehensively
    regulated at the local, state and federal level. Changes in
    current laws and regulations or in the interpretation of such
    laws and regulations could have a material adverse effect on our
    business, results of operations and financial
    condition.
  n
    the interest rates that we may charge customers;n
    terms of loans, including fees, maximum amounts and minimum
    durations;    19




---



##### Table of Contents



n
    the number of simultaneous or consecutive loans and required
    waiting periods between loans;n
    disclosure practices, including posting of fees;n
    currency and suspicious activity reporting;n
    recording and reporting of certain financial transactions;n
    privacy of personal customer information;n
    the types of products and services that we may offer;n
    collection practices;n
    approval of licenses; andn
    locations of our branches.  and/or and/or
      Changes in
    laws and regulations or interpretations of laws and regulations
    could negatively impact our business, results of operations and
    financial condition.
 make-up
        20




---



##### Table of Contents



The Dodd-Frank
    Act authorizes the newly created CFPB to adopt rules that could
    potentially have a serious impact on our ability to offer
    short-term consumer loans and have a material adverse effect on
    our operations and financial performance.
 
  
      21




---



##### Table of Contents



Our stock
    price or results of operations could be adversely affected by
    media and public perception of installment loans and of
    legislative and regulatory developments affecting activities
    within the installment lending sector.
   Risks Related to
    this Offering
   There may not
    be an active trading market for shares of our common stock,
    which may cause shares of our common stock to trade at a
    discount from the initial offering price and make it difficult
    to sell the shares of common stock you purchase.
   If securities
    or industry analysts do not publish research or reports about
    our business, or if they downgrade their recommendations
    regarding our common stock, our stock price and trading volume
    could decline.
   The market
    price of shares of our common stock may be volatile, which could
    cause the value of your investment to decline.
       22




---



##### Table of Contents



Investors in
    this offering will suffer immediate and substantial
    dilution.
   Because we
    have no current plans to pay cash dividends on our common stock
    for the foreseeable future, you may not receive any return on
    investment unless you sell your common stock for a price greater
    than that which you paid for it.
   You may be
    diluted by the future issuance of additional common stock in
    connection with our incentive plans, acquisitions or
    otherwise.
 
  
  If we or our
    existing investors sell additional shares of our common stock
    after this offering, the market price of our common stock could
    decline.
   lock-up lock-up lock-up
    23




---



##### Table of Contents



Form S-8 Form S-8 Form S-8
  lock-up
    We are
    controlled by our existing owners and our existing owners will
    exert significant influence over us after the completion of this
    offering, and their interests may not coincide with
    yours.
   We expect that
    we will be a controlled company within the meaning
    of the New York Stock Exchange rules. If so, we will qualify for
    and may rely on exemptions from certain corporate governance
    requirements.
 
  
  Our amended
    and restated certificate of incorporation will contain a
    provision renouncing our interest and expectancy in certain
    corporate opportunities identified by the
    sponsors.
     24




---



##### Table of Contents



The
    requirements of being a public company may strain our resources
    and distract our management.
   We have not
    completed an assessment of internal controls over financial
    reporting as contemplated by Section 404 of the
    Sarbanes-Oxley Act, and failure to achieve and maintain
    effective internal controls over financial reporting in
    accordance with Section 404 of the Sarbanes-Oxley Act could
    have a material adverse effect on our business and common stock
    price.
       25




---



##### Table of Contents



Anti-takeover
    provisions in our charter documents and applicable state law
    might discourage or delay acquisition attempts for us that you
    might consider favorable.
 
  
 n
    authorize the issuance of undesignated preferred stock, the
    terms of which may be established and the shares of which may be
    issued without stockholder approval, and which may include super
    voting, special approval, dividend, or other rights or
    preferences superior to the rights of the holders of common
    stock;n
    prohibit stockholder action by written consent, which requires
    all stockholder actions to be taken at a meeting of our
    stockholders;n
    provide that the board of directors is expressly authorized to
    make, alter, or repeal our bylaws and that our stockholders may
    only amend our bylaws with the approval of 80% or more of all of
    the outstanding shares of our capital stock entitled to
    vote; andn
    establish advance notice requirements for nominations for
    elections to our board or for proposing matters that can be
    acted upon by stockholders at stockholder meetings.        26




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  n
    our intention to expand our automobile and furniture purchase
    loan portfolios, expand our live check campaigns and continue to
    develop our online marketing;n
    our intention to increase volume at our existing branches, open
    new branches and enter new markets in the future;n
    our plans to develop new products in the future;n
    our intention to increase the number of customers we serve
    through expanding our channels and products;n
    our ability to maintain the quality of our asset portfolio and
    our plans to develop new underwriting and credit control
    strategies;n
    our belief that our capital expenditure requirements and
    liquidity needs will be met; andn
    our expectations about future dividends and our plans to retain
    any future earnings.      27




---



##### Table of Contents



USE OF
    PROCEEDS    n
    approximately $      million to
    repay outstanding borrowings, plus accrued and unpaid interest,
    under our senior revolving credit facility;n
    to repay $25.8 million outstanding as of March 31,
    2011, plus accrued and unpaid interest, under our mezzanine
    debt, which is currently held by certain of our existing
    owners; andn
    $1.1 million to make one-time payments to certain of our
    existing owners in the aggregate in consideration for the
    termination of our advisory and consulting agreements with them
    in accordance with their terms upon consummation of this
    offering as described under Certain Relationships and
    Related Person Transactions  Advisory and Consulting
    Fees.            28




---



##### Table of Contents



DIVIDEND
    POLICY         29




---



##### Table of Contents



CAPITALIZATION  n
    on a historical basis; andn
    on an as adjusted basis to give effect to the offering and the
    application of the estimated net proceeds therefrom as described
    under Use of Proceeds, as if each had occurred on
    March 31, 2011.    AS OF MARCH 31, 2011ACTUAL


AS
    ADJUSTED(1)(Dollars in thousands)Long-term debt:Mezzanine debt

$
25,814


$Senior revolving credit
    facility(2)


151,347Total long-term debt


177,161Temporary
    equity(3):


12,000



Stockholders equity:Common stock, par value $0.10 per share; 25,000,000 shares
    authorized and 9,336,727 shares issued and outstanding,
    actual; 1,000,000,000 shares authorized
    and          shares
    issues and outstanding, as adjusted


934Additional paid-in capital


28,048Retained earnings


7,487Total stockholders equity


36,469Total capitalization

$
225,630


$   (1)
    
    A $1.00 increase in the assumed
    initial public offering price per share would decrease total
    long-term debt by $      million,
    would increase additional paid-in capital by
    $      million and would increase
    total stockholders equity by
    $      million and increase total
    capitalization by $      million,
    assuming the number of shares offered by us remains the same and
    after deducting the underwriting discount and the estimated
    offering expenses payable by us. An increase of 1.0 million
    shares in the number of shares offered by us would decrease
    total long-term debt by
    $      million, would increase
    additional paid-in capital by
    $      million, and would increase
    total stockholders equity by
    $      million and increase total
    capitalization by approximately
    $      million, assuming the
    initial public offering price remains the same and after
    deducting the underwriting discount and estimated offering
    expenses payable by us. A $1.00 decrease in the assumed initial
    public offering price per share or a decrease of
    1.0 million shares in the number of shares offered by us
    would result in equal changes in the opposite direction.(2)
    
    Our senior revolving credit
    facility is a $225.0 million facility, as described under
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources  Financing Arrangements 
    Senior Revolving Credit Facility. We intend to repay a
    portion of the borrowings under our senior revolving credit
    facility with a portion of the net proceeds from this offering.(3)
    
    The shareholders agreement among
    us, Regional Holdings LLC, the sponsors and the individual
    owners provides that the individual owners have the right to put
    their stock back to us if an initial public offering does not
    occur within five years of the date of the acquisition
    transaction, March 21, 2007. We valued this put option at
    the original purchase price of $12.0 million. The filing of
    the registration statement of which this prospectus forms a part
    relating to this offering makes it probable that the put option
    will not become exercisable.    30




---



##### Table of Contents



DILUTION          Assumed initial public offering price per share of common stock





$Pro forma net tangible book value per share of common stock as
    of March 31, 2011

$Increase in pro forma net tangible book value per share of
    common stock attributable to investors in this offeringPro forma net tangible book value per share of common stock
    after the offeringDilution in pro forma net tangible book value per share of
    common stock to investors in this offering





$        AVERAGEPRICE PERSHARES OF COMMON


TOTAL


SHARE OFSTOCK PURCHASED


CONSIDERATION


COMMONNUMBER


PERCENTAGE


AMOUNT


PERCENTAGE


STOCK(In thousands)Existing owners







%

$





%

$Investors in this offering

















$Total






100
%

$




100
%     31




---



##### Table of Contents



32




---



##### Table of Contents



UNAUDITED PRO
    FORMA CONSOLIDATED FINANCIAL INFORMATION        n
    the application of the proceeds from this offering as described
    under Use of Proceeds including:  
    the repayment of a portion of our outstanding indebtedness and
    the associated reduction in interest expense; and
    the termination of our advisory agreement with the sponsors and
    consulting agreements with certain of the individual owners and
    the associated termination of consulting and advisory fees, each
    in accordance with its terms upon the consummation of this
    offering as described under Certain Relationships and
    Related Person Transactions, which termination does not
    result in any adjustment to our pro forma consolidated balance
    sheet; and n
    the termination of the right of the individual owners to sell
    their stock back to us, which pursuant to the terms of the
    shareholders agreement among us, Regional Holdings LLC, the
    sponsors and the individual owners terminates upon the
    consummation of this offering.    33




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP.
  UNAUDITED PRO
    FORMA CONSOLIDATED STATEMENTS OF INCOME
 FOR THE YEAR
    ENDED DECEMBER 31, 2010
   
 PRO FORMAACTUAL


ADJUSTMENTS


PRO FORMA(In thousands, except share and per share data)Revenue:Interest and fee income

$
74,218


$



$
74,218Insurance income, net


8,252







8,252Other income


4,362







4,362Total revenue


86,832







86,832Expenses:Provision for loan losses


16,568







16,568General and administrative expensesPersonnel


20,630







20,630Occupancy


5,165







5,165Advertising


2,027







2,027Other expensesConsulting and advisory fees


1,233



(1,233
)(1)


Other


5,703







5,703Interest expense:Senior and other debt


5,542




(2)Mezzanine debt


4,342



(4,342
)(3)


Total interest expense


9,884Total expenses


61,210Income before taxes


25,622Income taxes


9,178




(4)Net income

$
16,444


$



$Basic earnings per share

$
1.76Diluted earnings per share

$
1.70Pro forma basic earnings per share

$Pro forma diluted earnings per share

$Weighted average basic shares outstanding


9,336,727Weighted average diluted shares outstanding


9,669,618Pro forma weighted average basic shares outstandingPro forma weighted average diluted shares outstanding  
 
 (1)
    
    Reflects the termination of the
    advisory agreement we entered into with each of the sponsors and
    the consulting agreements we entered into with certain of the
    individual owners, pursuant to which we paid the sponsors and
    the individual owners an aggregate of $1.2 million for the
    year ended December 31, 2010. These agreements will be
    terminated upon the consummation of this offering in accordance
    with their terms upon payment of one-time aggregate termination
    fees of $1.1 million.(2)
    
    Reflects reduction in interest
    expense of $      million as a
    result of repayment of
    $      million in aggregate
    principal amount of our senior revolving credit facility, offset
    in part by an unused line fee associated with our senior
    revolving credit facility of 0.50%. Our senior revolving credit
    facility bears interest a rate equal to one-month LIBOR (with a
    LIBOR floor of 1.00%) plus 3.25% as of December 31, 2010.(3)
    
    Reflects reduction in interest
    expense of $4.3 million as a result of repayment of the
    $25.8 million in aggregate principal amount of our
    mezzanine debt. Our mezzanine debt accrues interest at a rate of
    15.25% per annum.(4)
    
    Reflects an increase in income
    taxes of $      million as a
    result of the increase in income before taxes.    34




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP.
  UNAUDITED PRO
    FORMA CONSOLIDATED STATEMENTS OF INCOME
 FOR THE THREE
    MONTHS ENDED MARCH 31, 2011
   PRO FORMAACTUAL


ADJUSTMENTS


PRO FORMA(In thousands, except share and per share data)Revenue:Interest and fee income

$
21,045


$



$
21,045Insurance income, net


2,194







2,194Other income


1,457







1,457Total revenue


24,696







24,696Expenses:Provision for loan losses


3,836







3,836General and administrative expensesPersonnel


6,540







6,540Occupancy


1,471







1,471Advertising


647







647Other expensesConsulting and advisory fees


310



(310
)(1)


Other


1,554







1,554Interest expense:Senior and other debt


1,763




(2)Mezzanine debt


996



(996
)(3)


Total interest expense


2,759Total expenses


17,117Income before taxes


7,579Income taxes


2,644




(4)Net income

$
4,935


$



$Basic earnings per share

$
0.53Diluted earnings per share

$
0.51Pro forma basic earnings per share

$Pro forma diluted earnings per share

$Weighted average basic shares outstanding


9,336,727Weighted average diluted shares outstanding


9,648,103Pro forma weighted average basic shares outstandingPro forma weighted average diluted shares outstanding   (1)
    
    Reflects the termination of the
    advisory agreement we entered into with each of the sponsors and
    the consulting agreements we entered into with certain of the
    individual owners, pursuant to which we paid the sponsors and
    the individual owners an aggregate of $0.3 million for the
    three months ended March 31, 2011. These agreements will be
    terminated upon the consummation of this offering in accordance
    with their terms upon payment of a one-time aggregate
    termination fee of $1.1 million.(2)
    
    Reflects reduction in interest
    expense of $      million as a
    result of repayment of
    $      million in aggregate
    principal amount of our senior revolving credit facility, offset
    in part by an unused line fee associated with our senior
    revolving credit facility of 0.50%. Our senior revolving credit
    facility bears interest a rate equal to one-month LIBOR (with a
    LIBOR floor of 1.00%) plus 3.25% as of March 31, 2011.(3)
    
    Reflects reduction in interest
    expense of $1.0 million as a result of repayment of the
    $25.8 million in aggregate principal amount of our
    mezzanine debt. Our mezzanine debt accrues interest at a rate of
    15.25% per annum.(4)
    
    Reflects an increase in income
    taxes of $      million as a
    result of the increase in income before taxes.    35




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP.
  UNAUDITED PRO
    FORMA CONSOLIDATED BALANCE SHEET
 AS OF
    MARCH 31, 2011
   
 PRO FORMAACTUAL


ADJUSTMENTS


PRO FORMA(In thousands, except share and per share data)AssetsCash

$
4,384


$

(1)

$Gross finance receivables


304,840







304,840Less unearned finance charges, insurance premiums and commissions


(66,723
)






(66,723
)Finance receivables


238,117







238,117Allowance for loan losses


(18,000
)






(18,000
)Net finance receivables


220,117







220,117Premises and equipment, net of accumulated depreciation


3,366







3,366Deferred tax asset, net


4,726







4,726Repossessed assets at net realizable value


183







183Other assets


4,727



(111
) (2)


4,616Total assets

$
237,503


$



$Liabilities and Stockholders EquityLiabilities:Cash overdraft

$
1,404


$



$
1,404Accounts payable and accrued expenses


10,273







10,273Senior revolving credit facility


151,347




(3)Mezzanine debt


25,814



(25,814
)(4)


Other debt


196







196Total liabilities


189,034Temporary equity


12,000



(12,000
)(5)


Stockholders equity:Common stock, par value $0.10 per share; 25,000,000 shares
    authorized, and 9,336,727 shares issued and outstanding,
    actual;          shares
    authorized
    and          shares
    issues and outstanding, as adjusted


934




(6)Additional paid-in capital


28,049




(7)Retained earnings


7,486







7,486Total stockholders equity


36,469Total liabilities and equity

$
237,503


$



$  
 
 (1)
    
    Reflects the net effect on cash of
    the receipt of offering proceeds (net of underwriting discounts
    and estimated offering expenses) of
    $      million and the uses of
    proceeds described under Use of Proceeds.(2)
    
    Reflects the write off of
    unamortized debt issuance costs related to the mezzanine debt.(3)
    
    Reflects the repayment of
    $      million in aggregate
    principal amount under our senior revolving credit facility as
    described under Use of Proceeds.(4)
    
    Reflects the repayment of
    $25.8 million in aggregate principal amount of mezzanine
    debt as described under Use of Proceeds.(5)
    
    Reflects the reclassification of
    temporary equity to additional paid-in capital. The shareholders
    agreement between us, Regional Holdings LLC, the sponsors and
    the individual owners provides that the individual owners have
    the right to put their stock back to us if an initial public
    offering does not occur within five years of the date of
    acquisition, March 21, 2007. This right will be terminated
    upon the consummation of this offering.(6)
    
    Reflects an adjustment to common
    stock reflecting the par value for the common stock to be issued
    in this offering.(7)
    
    Reflects (i) an adjustment for
    the estimated net proceeds to us from this offering less the par
    value recorded under common stock as described in footnote 6
    above and (ii) the reclassification of temporary equity to
    additional paid-in capital as described in footnote 5 above.    36




---



##### Table of Contents



SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA    
   
  
 UNAUDITEDTHREE MONTHSENDEDYEAR ENDED DECEMBER 31,


MARCH 31,2006


2007(1)


2008


2009


2010


2010


2011(Dollars in thousands, except per share data)Consolidated Statements of Income Data:Revenue:Interest and fee income

$
42,240


$
49,478


$
58,471


$
63,590


$
74,218


$
18,022


$
21,045Insurance income, net, and other income


6,718



7,144



8,271



9,224



12,614



3,657



3,651Total revenue


48,958



56,622



66,742



72,814



86,832



21,679



24,696Expenses:Provision for loan
    losses(2)


9,526



13,665



17,376



19,405



16,568



3,902



3,836General and administrative expenses


21,128



22,950



27,862



29,120



33,525



8,919



10,212Consulting and advisory fees






2,006



1,644



1,263



1,233



308



310Interest expense:Senior and other debt


7,812



8,687



7,399



4,846



5,542



1,484



1,763Mezzanine debt






5,353



3,706



3,835



4,342



984



996Total interest expense


7,812



14,040



11,105



8,681



9,884



2,468



2,759Total expenses


38,466



52,661



57,987



58,469



61,210



15,597



17,117Income before taxes and discontinued operations


10,492



3,961



8,755



14,345



25,622



6,082



7,579Income taxes


3,525



857



2,276



4,472



9,178



2,129



2,644Net income from continuing operations

$
6,967


$
3,104


$
6,479


$
9,873


$
16,444


$
3,953


$
4,935Earnings per Share Data:Basic earnings per share









$
0.69


$
1.06


$
1.76


$
0.42


$
0.53Diluted earnings per
    share(3)









$
0.68


$
1.03


$
1.70


$
0.41


$
0.51Weighted average shares used in computing basic earnings per
    share(3)










9,336,727



9,336,727



9,336,727



9,336,727



9,336,727Weighted average shares used in computing diluted earnings per
    share(3)










9,482,604



9,590,564



9,669,618



9,606,178



9,648,103Consolidated Balance Sheet Data (at period end):Finance
    receivables(4)

$
140,605


$
167,535


$
192,289


$
214,909


$
247,246


$
200,043


$
238,117Allowance for loan
    losses(2)


(11,191
)


(13,290
)


(15,665
)


(18,441
)


(18,000
)


(17,975
)


(18,000
)Net finance
    receivables(5)

$
129,414


$
154,245


$
176,624


$
196,468


$
229,246


$
182,068


$
220,117Total assets


141,591



168,484



192,502



214,447



241,358



197,138



237,025Total liabilities


120,110



159,079



176,095



187,807



197,914



166,456



188,556Temporary
    equity(6)






12,000



12,000



12,000



12,000



12,000



12,000Total stockholders equity


21,481



(2,595
)


4,407



14,640



31,444



18,682



36,469  
    37




---



##### Table of Contents



(1)
    
    On March 21, 2007, Palladium
    Equity Partners III, L.P. and Parallel 2005 Equity Fund, LP
    acquired the majority of our outstanding common stock. In
    connection with the acquisition transaction, we issued
    $25.0 million of mezzanine debt at an interest rate of
    18.375%, plus related fees, which we refinanced in 2007 and
    again in 2010 with Palladium Equity Partners III, L.P. and
    certain of our individual owners. Additionally, we pay the
    sponsors annual advisory fees of $675,000, in the aggregate and
    pay certain individual owners annual consulting fees of $450,000
    in the aggregate, in each case, plus certain expenses. See
    Certain Relationships and Related Person
    Transactions  Advisory and Consulting Fees. We
    intend to repay the mezzanine debt in full with proceeds from
    this offering, and we expect to terminate the consulting and
    advisory agreements concurrent with this offering.(2)
    
    As of January 1, 2010, we
    changed our loan loss allowance methodology for small
    installment loans to determine the allowance using losses from
    the trailing eight months, rather than the trailing nine months,
    to more accurately reflect the six-month average life of our
    small installment loans. The change from nine to eight months of
    average losses reduced the loss allowance for small installment
    loans by $1.1 million as of January 1, 2010 and
    reduced the provision for loan losses by $451,000 for 2010.(3)
    
    Prior to the acquisition
    transaction, we had a different capital structure, including a
    different number of shares of common stock outstanding.
    Accordingly, a comparison of earnings before the acquisition
    transaction is not meaningful.(4)
    
    Finance receivables equal the total
    amount due from the customer, net of unearned finance charges,
    insurance premiums and commissions.(5)
    
    Net finance receivables equal the
    total amount due from the customer, net of unearned finance
    charges, insurance premiums and commissions and allowance for
    loan losses.(6)
    
    The shareholders agreement among
    us, Regional Holdings LLC, the sponsors and the individual
    owners provides that the individual owners have the right to put
    their stock back to us if an initial public offering does not
    occur within five years of the date of the acquisition
    transaction, March 21, 2007. We valued this put option at
    the original purchase price of $12.0 million. The filing of
    the registration statement of which this prospectus forms a part
    relating to this offering makes it probable that the put option
    will not become exercisable.    38




---



##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read this discussion together with the
    consolidated financial statements, related notes and other
    financial information included in this prospectus. The following
    discussion may contain predictions, estimates and other
    forward-looking statements that involve a number of risks and
    uncertainties, including those discussed under Risk
    Factors and elsewhere in this prospectus. These risks
    could cause our actual results to differ materially from any
    future performance suggested below. Accordingly, you should read
    Forward-Looking Statements and Risk
    Factors.
 
  As a result of a change in our methodology regarding the
    allowance for loan losses on January 1, 2010, the
    presentation of allowance for loan losses and provisions for
    loan losses for dates and periods prior to January 1, 2010
    differs from later dates and periods. See Critical
    Accounting PoliciesLoan Losses.
 
  Overview
  easy-to-understand
    n
    Small Installment Loans  As of March 31,
    2011, we had approximately 110,000 small installment loans
    outstanding representing $99.6 million in finance
    receivables.n
    Large Installment Loans  As of March 31,
    2011, we had approximately 11,000 large installment loans
    outstanding representing $32.7 million in finance
    receivables.n
    Automobile Purchase Loans  As of
    March 31, 2011, we had approximately 13,700 automobile
    purchase loans outstanding representing $102.2 million in
    finance receivables.n
    Furniture and Appliance Purchase Loans  As of
    March 31, 2011, we had approximately 3,200 furniture and
    appliance purchase loans outstanding representing
    $3.7 million in finance receivables.n
    Insurance Products  We offer our customers
    optional payment protection insurance options relating to many
    of our loan products.    Factors Affecting
    Our Results of Operations
    Growth in Loan Portfolio.
    39




---



##### Table of Contents



Product Mix.
 
  AS OF DECEMBER 31,


AS OF MARCH 31,2009


2010


2011% OF





% OF





% OFFINANCE


TOTAL FINANCE


FINANCE


TOTAL FINANCE


FINANCE


TOTAL FINANCERECEIVABLES


RECEIVABLES


RECEIVABLES


RECEIVABLES


RECEIVABLES


RECEIVABLES(Dollars in thousands)Small installment loans

$
102,651



47.8
%

$
117,599



47.6
%

$
99,622



41.8
%Large installment loans


28,217



13.1
%


33,653



13.6
%


32,669



13.7
%Automobile purchase loans


83,253



38.7
%


93,232



37.7
%


102,164



42.9
%Furniture and appliance purchase loans


788



0.4
%


2,762



1.1
%


3,661



1.6
%Total

$
214,909



100.0
%

$
247,246



100.0
%

$
238,117



100.0
%  
  Asset Quality.
 
 
  Allowance for
    Loan Losses
 
 
  
    40




---



##### Table of Contents



ALLOWANCE ASPERCENTAGEFINANCE


OF FINANCEBALANCE











BALANCE


RECEIVABLES


RECEIVABLESJANUARY 1,





CHARGE-





DECEMBER 31,


DECEMBER 31,


DECEMBER 31,2008


PROVISION


OFFS


RECOVERIES


2008


2008


2008Small installment loans

$
4,692



3,912



(5,248
)


494



3,850



59,340



6.5
%Large loans


7,067



13,475



(10,631
)


384



10,295



132,949



7.7
%Unallocated


1,531



(11
)










1,520



Total

$
13,290



17,376



(15,879
)


878



15,665



192,289



8.1
%  
  
 ALLOWANCE ASPERCENTAGEFINANCE


OF FINANCEBALANCE











BALANCE


RECEIVABLES


RECEIVABLESJANUARY 1,





CHARGE-





DECEMBER 31,


DECEMBER 31,


DECEMBER 31,2009


PROVISION


OFFS


RECOVERIES


2009


2009


2009Small installment loans

$
3,850



10,351



(6,345
)


166



8,022



102,651



7.8
%Large loans


10,295



10,379



(10,657
)


207



10,224



112,258



9.1
%Unallocated


1,520



(1,325
)










195



Total

$
15,665



19,405



(17,002
)


373



18,441



214,909



8.6
%  
  
 ALLOWANCE ASPERCENTAGEFINANCE


OF FINANCEBALANCE











BALANCE


RECEIVABLES


RECEIVABLESJANUARY 1,





CHARGE-





DECEMBER 31,


DECEMBER 31,


DECEMBER 31,2010


PROVISION


OFFS


RECOVERIES


2010


2010


2010Small installment loans

$
8,022



10,642



(10,068
)


295



8,891



117,599



7.6
%Large installment loans


2,700



2,685



(2,588
)


61



2,858



33,653



8.5
%Automobile purchase loans


7,517



2,457



(4,738
)


103



5,339



93,232



5.7
%Furniture and appliance purchase loans


7



208



(75
)


1



141



2,762



5.1
%Unallocated


195



576











771



Total

$
18,441



16,568



(17,469
)


460



18,000



247,246



7.3
%  
 
 
     41




---



##### Table of Contents



ALLOWANCE ASPERCENTAGEFINANCE


OF FINANCEBALANCE











BALANCE


RECEIVABLES


RECEIVABLESJANUARY 1,





CHARGE-





MARCH 31,


MARCH 31,


MARCH 31,2011


PROVISION


OFFS


RECOVERIES


2011


2011


2011Small installment loans

$
8,891



324



(2,465
)


123



6,873



99,623



6.9
%Large installment loans


2,858



69



(579
)


19



2,367



32,669



7.2
%Automobile purchase loans


5,339



377



(925
)


26



4,817



102,164



4.7
%Furniture and appliance purchase loans


141



60



(35
)






166



3,661



4.5
%Unallocated


771



3,006











3,777



Total

$
18,000



3,836



(4,004
)


168



18,000



238,117



7.6
%  
 
 
 
  Provisions for
    Loan Losses
 
 
  
 
  Distribution of
    Finance Receivables
 
 
  
  
 WITHIN ONE


ONE YEAR TOYEAR


FIVE YEARS


AFTER FIVE YEARS


TOTAL(Dollars in thousands)Small installment loans

$
58,169


$
59,430


$



$
117,599Large installment loans


4,388



29,265







33,653Automobile purchase loans


6,080



86,979



173



93,232Furniture and appliance purchase loans


703



2,059







2,762Total

$
69,340


$
177,733


$
173


$
247,246  
 
   
  
 WITHIN ONE


ONE YEAR TOYEAR


FIVE YEARS


AFTER FIVE YEARS


TOTAL(Dollars in thousands)South Carolina

$
29,466


$
99,935


$
66


$
129,467Texas


20,628



21,870



61



42,559North Carolina


10,288



48,364



16



58,668Tennessee


5,385



4,691



30



10,106Alabama


3,573



2,873







6,446Total

$
69,340


$
177,733


$
173


$
247,246  
 
   
    42




---



##### Table of Contents



Interest Rates.
 
  Efficiency Ratio.
  Components of
    Results of Operations
   Interest and
    Fee Income
  
   
    FOR THE YEAR ENDED DECEMBER 31,


FOR THE THREE MONTHS ENDED MARCH 31,2010


2011AVERAGE FINANCE





AVERAGE FINANCERECEIVABLES


AVERAGE YIELD


RECEIVABLES


AVERAGE YIELD(Dollars in thousands)Small installment loans

$
96,104



47.6
%

$
108,324



48.8
%Large installment loans


32,483



26.6
%


32,700



27.2
%Automobile purchase loans


85,705



22.7
%


96,528



22.7
%Furniture and appliance purchase loans


1,730



22.8
%


3,273



18.2
%Total

$
216,024



34.4
%

$
240,824



35.0
%   Insurance
    Income
       43




---



##### Table of Contents



Other
    Income
   Provision for
    Loan Losses
     General and
    Administrative Expenses
             Consulting and
    Advisory Fees
     44




---



##### Table of Contents



Interest
    Expense
   Income
    Taxes
   Results of
    Operations
    YEAR ENDED DECEMBER 31,


THREE MONTHS ENDED MARCH 31,2008


2009


2010


2010


2011% OF





% OF





% OF





% OF





% OFAMOUNT


REVENUE


AMOUNT


REVENUE


AMOUNT


REVENUE


AMOUNT


REVENUE


AMOUNT


REVENUE(In thousands, except percentages)Revenue:Interest and fee income

$
58,471



87.6
%

$
63,590



87.3
%

$
74,218



85.5
%

$
18,022



83.1
%

$
21,045



85.2
%Insurance income, net


4,620



6.9
%


5,229



7.2
%


8,252



9.5
%


2,295



10.6
%


2,194



8.9
%Other income


3,651



5.5
%


3,995



5.5
%


4,362



5.0
%


1,362



6.3
%


1,457



5.9
%Total revenue


66,742



100.0
%


72,814



100.0
%


86,832



100.0
%


21,679



100.0
%


24,696



100.0
%Expenses:Provision for loan losses


17,376



26.0
%


19,405



26.7
%


16,568



19.1
%


3,902



18.0
%


3,836



15.5
%General and administrative expenses:Personnel


17,781



26.7
%


18,991



26.1
%


20,630



23.8
%


5,946



27.4
%


6,540



26.5
%Occupancy


4,398



6.6
%


4,538



6.2
%


5,165



5.9
%


1,222



5.6
%


1,471



6.0
%Advertising


999



1.5
%


1,212



1.7
%


2,027



2.3
%


547



2.5
%


647



2.6
%Other


4,684



7.0
%


4,379



6.0
%


5,703



6.6
%


1,204



5.6
%


1,554



6.3
%Consulting and advisory fees


1,644



2.5
%


1,263



1.7
%


1,233



1.4
%


308



1.4
%


310



1.3
%Interest expense:Senior and other debt


7,399



11.0
%


4,846



6.6
%


5,542



6.4
%


1,484



6.8
%


1,763



7.1
%Mezzanine debt


3,706



5.6
%


3,835



5.3
%


4,342



5.0
%


984



4.5
%


996



4.0
%Total interest expense


11,105



16.6
%


8,681



11.9
%


9,884



11.4
%


2,468



11.4
%


2,759



11.1
%Total expenses


57,987



86.9
%


58,469



80.3
%


61,210



70.5
%


15,597



71.9
%


17,117



69.3
%Income before taxes


8,755



13.1
%


14,345



19.7
%


25,622



29.5
%


6,082



28.1
%


7,579



30.7
%Income taxes


2,276



3.4
%


4,472



6.1
%


9,178



10.6
%


2,129



9.8
%


2,644



10.7
%Net income

$
6,479



9.7
%

$
9,873



13.6
%

$
16,444



18.9
%

$
3,953



18.3
%

$
4,935



20.0
%   Three Months
    Ended March 31, 2011 Compared to Three Months Ended
    March 31, 2010
  Interest and Fee
    Income
 
  
    45




---



##### Table of Contents



THREE MONTHS ENDED MARCH 31, 2011 COMPARED TOTHREE MONTHS ENDED MARCH 31, 2010 INCREASE (DECREASE)(Dollars in thousands)VOLUME


RATE


NETSmall installment loans

$
2,023


$
45


$
2,068Large installment loans


79



57



136Automobile purchase loans


785



(49
)


736Furniture and applicance purchase loans


96



(14
)


82Total

$
2,983


$
40


$
3,023  
 
   
 
 n
    Small Installment Loans Average small
    installment loans outstanding increased by $16.6 million in
    the first quarter of 2011 compared to the comparable period in
    2010, in part due to a successful 2010 holiday live check
    campaign, which resulted in increased loans during the first
    quarter of 2011. The growth in receivables at recently opened
    branches as they matured also contributed to the growth in
    overall small installment loans outstanding. The change in
    volume accounts for the majority of the increase in interest
    income as the change in average yield was negligible. 
 
  n
    Large Installment Loans Average large
    installment loans outstanding increased by $1.2 million in
    the first quarter of 2011 compared to the comparable period in
    2010 while the average yield increased by 70 basis points. 
 
  n
    Automobile Purchase Loans Average automobile
    purchase loans outstanding increased by $13.9 million in
    the first quarter of 2011 compared to the comparable period in
    2010, offset by a modest decline of 20 basis points in
    average yield. The increase in automobile purchase loans
    outstanding was principally due to our increased emphasis on
    such loans, including our new initiatives relating to indirect
    lending and our AutoCredit Source branches. We believe the
    modest decline in rate of 20 basis points is attributable
    to a slight shift to loans for later model vehicles, which have
    lower interest rates in certain states. 
 
  n
    Furniture and Appliance Purchase Loans Average furniture and appliance purchase loans
    outstanding increased $2.3 million in the first quarter of
    2011 compared to the comparable period in 2010. The increase in
    furniture and appliance purchase loans outstanding was a result
    of our adding relationships with new furniture and appliance
    retailers as well as an expansion of volume through our existing
    relationships. 
  Insurance
    Income
 
  
  Other
    Income
   Provision for
    Loan Losses
     46




---



##### Table of Contents



General and
    Administrative Expenses
   Personnel.
  Occupancy.
  Advertising.
  Other Expenses.
  Interest
    Expense
   30-day
    Consulting and
    Advisory Fees
   Income
    Taxes
   Year Ended
    December 31, 2010 Compared To Year Ended December 31,
    2009
  Interest and Fee
    Income
 
  
    47




---



##### Table of Contents



Insurance
    Income
   Other
    Income
   Provision for
    Loan Losses
 
  
  General and
    Administrative Expenses
   Personnel.
  Occupancy.
  Advertising.
  Other Expenses.
  Interest
    Expense
 mark-to-market
      48




---



##### Table of Contents



one-month
      Consulting and
    Advisory Fees
   Income
    Taxes
   Year Ended
    December 31, 2009 Compared to Year Ended December 31,
    2008
  Interest and Fee
    Income
 
  
  Insurance
    Income
   Other
    Income
   Provision for
    Loan Losses
   General and
    Administrative Expenses
     49




---



##### Table of Contents



Personnel.
  Occupancy.
  Advertising.
  Other Expenses.
  Interest
    Expense
   one-month
    Consulting and
    Advisory Fees
   Income
    Taxes
   Quarterly
    Information and Seasonality
   Liquidity and
    Capital Resources
        50




---



##### Table of Contents



Cash
    Flow
   YEAR ENDED DECEMBER 31,


UNAUDITED THREE MONTHS ENDED MARCH 31,2008


2009


2010


2010


2011(In thousands)Provided by operating activities

$
26,654


$
31,232


$
41,215


$
11,171


$
9,985Provided by (used in) investing activities


(41,198
)


(40,711
)


(50,599
)


10,303



4,728Provided by (used in) by financing activities


14,428



11,066



7,222



(23,730
)


(11,185
)Increase(decrease) in cash and cash equivalents

$
(116
)

$
1,587


$
(2,162
)

$
(2,256
)

$
3,528   Operating
    Activities
       Investing
    Activities
    
 YEAR ENDED DECEMBER 31,


UNAUDITED THREE MONTHS ENDED MARCH 31,2008


2010


2010


2011(In thousands)Finance receivables (originated) repaid

$
(39,755
)

$
(49,346
)

$
10,497


$
4,728Net increase in restricted cash


(95
)










Purchase of furniture and equipment


(1,348
)


(1,210
)


(194
)


Purchase of interest rate caps






(43
)






Net cash provided by (used in) investing activities

$
(41,198
)

$
(50,599
)

$
10,303


$
4,728  
      51




---



##### Table of Contents



Financing
    Activities
    YEAR ENDED DECEMBER 31,


UNAUDITED THREE MONTHS ENDED MARCH 31,2008


2009


2010


2010


2011(In thousands)Net increase (decrease) in cash overdraft

$
(332
)

$
(214
)

$
215


$
744


$
1,039Net advances (payments) on senior revolving credit facility


16,396



11,674



7,015



(24,591
)


(11,954
)Proceeds from issuance of mezzanine debt, related party










25,814







Payments on mezzanine debt










(25,814
)






Payments on subordinated debt and other notes, net


(1,636
)


(394
)


(8
)


117



(270
)Net cash provided by (used in) financing activities

$
14,428


$
11,066


$
7,222


$
(23,730
)

$
(11,185
)     NET ADVANCES ONSENIOR REVOLVINGNET ADVANCES


CREDIT FACILITY AS A(PAYMENTS)


PERCENTAGE OFFINANCE


ON SENIOR


FINANCERECEIVABLES


REVOLVING


RECEIVABLESPERIOD

ORIGINATED


CREDIT FACILITY


ORIGINATED(In thousands, except percentages)2008

$
39,755


$
16,396



41
%2009

$
39,249


$
11,674



30
%2010

$
49,346


$
7,015



14
%First quarter 2011

$
5,293


$
(11,954
)


NA           52




---



##### Table of Contents



Financing
    Arrangements
  Senior Revolving
    Credit Facility
       Mezzanine
    Debt
  
   
    Other Financing
    Arrangements
 
  
  Off Balance Sheet
    Arrangements
      53




---



##### Table of Contents



Contractual
    Obligations
    PAYMENTS DUE BY PERIODLESS THAN 1








MORE THANTOTAL


YEAR


1 - 3 YEARS


3 - 5 YEARS


5 YEARS(In thousands)Long-term debt obligations

$
189,581


$
466


$
189,115


$



$
Interest payments on long-term debt obligations


30,744



11,341



19,403







Operating lease obligations


3,936



1,836



1,998



79



23Other long-term liabilities reflected on our balance sheet under
    GAAP


















$
224,261


$
13,643


$
210,516


$
79


$
23     PAYMENTS DUE BY PERIODLESS THAN 1








MORE THANTOTAL


YEAR


1 - 3 YEARS


3 - 5 YEARS


5 YEARS(In thousands)Long-term debt obligations

$



$
466


$



$



$
Interest payments on long-term debt obligationsOperating lease obligations


3,936



1,836



1,998



79



23Other long-term liabilities reflected on our balance sheet under
    GAAP


















$



$



$



$
79


$
23  Impact of
    Inflation
    Related Party
    Transactions
    Quantitative and
    Qualitative Disclosures about Market Risk
   Interest Rate
    Risk
         54




---



##### Table of Contents



Critical
    Accounting Policies
      Loan
    Losses
    
   
      55




---



##### Table of Contents



Income
    Recognition
         Insurance
    Operations
   Stock-Based
    Compensation
       56




---



##### Table of Contents



Income
    Taxes
           Recently Issued
    Accounting Standards
   Accounting
    Pronouncements Issued and Partially Adopted
 2010-20, Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses 2010-20
 
 
  Accounting
    Pronouncements Issued and Not Yet Adopted
 2010-26, Accounting for Costs Associated with Acquiring or Renewing
    Insurance Contracts 2010-26 2010-26
    57




---



##### Table of Contents



2011-02, Receivables (Topic 310): A Creditors Determination of
    Whether a Restructuring Is a Troubled Debt Restructuring 2011-02 2011-02
 
  Fair Value
    Measurement
 
    58




---



##### Table of Contents



BUSINESS  Overview
  easy-to-understand
    n
    Small Installment Loans We offer standardized
    small installment loans ranging from $300 to $2,500, with terms
    of up to 36 months, which are secured by non-essential
    household goods. We originate these loans both through our
    branches and through mailing live checks to pre-screened
    individuals who are able to enter into a loan by depositing
    these checks. As of March 31, 2011, we had approximately
    110,000 small installment loans outstanding representing
    $99.6 million in finance receivables or an average of
    approximately $910 per loan. In 2010 and the first three months
    of 2011, interest and fee income from small installment loans
    contributed $45.7 million and $13.2 million,
    respectively, to our total revenue.n
    Large Installment Loans We offer large
    installment loans through our branches ranging from $2,500 to
    $18,000, with terms of between 18 and 54 months, which are
    secured by a vehicle in addition to non-essential household
    goods. As of March 31, 2011, we had approximately 11,000
    large installment loans outstanding representing
    $32.7 million in finance receivables or an average of
    approximately $3,000 per loan. In 2010 and the first three
    months of 2011, interest and fee income from large installment
    loans contributed $8.6 million and $2.2 million,
    respectively, to our total revenue.n
    Automobile Purchase Loans We offer automobile
    purchase loans of up to $30,000, generally with terms of between
    36 and 72 months, which are secured by the purchased
    vehicle. Our automobile purchase loans are offered through a
    network of dealers in our geographic footprint, including over
    1,550 independent and over 540 franchise automobile dealerships
    as of March 31, 2011. Our automobile purchase loans include
    both direct loans, which are sourced through a dealership and
    closed at one of our branches, and indirect loans, which are
    originated and closed at a dealership in our network without the
    need for the customer to visit one of our branches. As of
    March 31, 2011, we had approximately 13,700 automobile
    purchase loans outstanding representing $102.2 million in
    finance receivables or an average of approximately $7,500 per
    loan. In 2010 and the first three months of 2011, interest and
    fee income from automobile purchase loans contributed
    $19.5 million and $5.5 million, respectively, to our
    total revenue.n
    Furniture and Appliance Purchase Loans We
    offer indirect furniture and appliance purchase loans of up to
    $7,500, with terms of between six and 48 months, which are
    secured by the purchased furniture or appliance. These loans are
    offered through a network of over 100 furniture and appliance
    retailers, including 50 franchise locations of the largest
    furniture retailer in the United States. Since launching this
    product in November 2009, our portfolio has grown to
    approximately 3,200 furniture and appliance purchase loans
    outstanding representing $3.7 million in finance
    receivables or an average of approximately $1,160 per loan as of
    March 31, 2011. In 2010 and the first three months of 2011,
    interest and fee income from furniture and appliance loans
    contributed $362,000 and $149,000, respectively, to our total
    revenue.n
    Insurance Products We offer our customers
    optional payment protection insurance relating to many of our
    loan products.      59




---



##### Table of Contents



Our
    Industry
        Installment Lending.
  Automobile Purchase Lending.
  Furniture and Appliance Purchase Lending.
    60




---



##### Table of Contents



Our
    Strengths
   Integrated
    Branch Model Offers Advantages Over Traditional
    Lenders
   Multiple
    Channel Platform
   Attractive
    Products for Customers with Limited Access to
    Credit
       61




---



##### Table of Contents



Demonstrated
    Organic Growth
    
   
 
  Consistent
    Portfolio Performance
 
 
  
 
   
  Experienced
    Management Team
     62




---



##### Table of Contents



Our
    Strategies
   Grow Our
    Branch Network
  n
    Existing Branches We intend to continue
    increasing same-store revenues, which have grown an average of
    13.4% per annum for the five years ended December 31, 2010,
    by further building relationships in the communities in which we
    operate and capitalizing on opportunities to offer our customers
    new loan products as their credit profiles evolve. From 2006 to
    2010, we opened 44 new branches, and we expect revenues at these
    branches will continue to grow faster than our overall
    same-store revenue growth rate as these branches mature.n
    New Branches We believe there is sufficient
    demand for consumer finance services to continue our pattern of
    new branch growth in the states where we currently operate,
    allowing us to capitalize on our existing infrastructure and
    experience in these markets. We also analyze detailed
    demographic and market data to identify favorable locations for
    new branches. Opening new branches allows us to generate both
    direct lending at the branches, as well as to create new
    origination opportunities by establishing relationships through
    the branches with automobile dealerships and furniture and
    appliance retailers in the community.n
    New States We intend to explore opportunities
    for growth in several states outside our existing geographic
    footprint that enjoy favorable interest rate and regulatory
    environments, such as Georgia, Kentucky, Louisiana, Mississippi,
    Missouri, New Mexico, Oklahoma and Virginia. We do not expect to
    expand into states with unfavorable interest rate or regulatory
    environments even if those states are otherwise attractive for
    our business.    Continue to
    Expand and Capitalize on Our Diverse Channels and
    Products
  n
    Automobile Purchase Loans We source our
    automobile purchase loans through a network of approximately
    2,090 dealers as of March 31, 2011, and have identified over
    11,500 additional dealers in our existing geographic footprint.
    We have hired dedicated marketing personnel to develop
    relationships with these additional dealers to expand our
    automobile financing network. We will also seek to capture a
    larger percentage of the financing activity of dealers in our
    existing network by continuing to improve our relationships with
    dealers and our response time for loan applications. We intend
    to continue expanding the number of franchise dealer
    relationships through our AutoCredit Source branches to grow our
    loan portfolio through increased penetration. 
  n
    Live Check Program We continue to refine our
    screening criteria and tracking for direct mail campaigns, which
    we believe has enabled us to improve response rates and credit
    performance and allowed us to triple the annual number of live
    checks that we mailed from 2007 to 2010. In 2010, we mailed over
    1.4 million live checks as well as 0.5 million
    invitations to apply for loans. We intend to continue to
    increase our use of live checks to grow our loan portfolio by
    adding new customers and increasing volume at our branches,
    creating opportunities to offer new loan products to our
    existing customers. In addition, we mail live checks 
    63




---



##### Table of Contents



in new markets shortly before opening new branches, which we
    believe helps our new branches to more quickly develop a
    customer base and build finance receivables. The use of live
    checks is not subject to substantial regulation in any of the
    states in which we currently operate or any states into which we
    expect to expand, but is subject to regulation in other
    jurisdictions. We are not aware of any pending legislation in
    any of the states in which we operate that would affect our use
    of live checks. n
    Furniture and Appliance Purchase Loans As of
    March 31, 2011, we had a network over 100 furniture and
    appliance retail locations through which we offer our furniture
    and appliance loans, and have identified over 3,700 additional
    furniture and appliance retail locations in our existing
    geographic footprint. We intend to continue to grow our network
    of furniture and appliance retailers by having our dedicated
    marketing personnel continue to solicit new retailers, obtain
    referrals through relationships with our existing retail
    partners, and, to a lesser extent, reach retailers through trade
    shows and industry associations. We believe that the furniture
    and appliance purchase lending markets are currently
    substantially underpenetrated, particularly with respect to
    non-prime customers, due to the limited number of lenders
    providing financing to these customers and the recent
    curtailment of credit provided by prime financing sources.n
    Online Sourcing We developed a new channel in
    late 2008 by offering an online loan application on our consumer
    website to serve customers who seek to reach us over the
    Internet. We intend to continue to develop and expand our online
    marketing efforts and increase traffic to our consumer website
    through the use of tools such as search engine optimization and
    paid online advertising.    Continue to
    Focus on Sound Underwriting and Credit Control
 
  
  Our
    Products
   Small
    Installment Loans
     64




---



##### Table of Contents



back-to-school
    AT DECEMBER 31,


AT MARCH 31,2006


2007


2008


2009


2010


2010


2011South Carolina


70
%


61
%


53
%


47
%


43
%


47
%


43
%Texas


14
%


22
%


26
%


27
%


29
%


27
%


28
%North Carolina


16
%


16
%


19
%


21
%


20
%


22
%


21
%Tennessee






1
%


2
%


4
%


5
%


3
%


5
%Alabama














1
%


3
%


1
%


3
%Total


100
%


100
%


100
%


100
%


100
%


100
%


100
%     65




---



##### Table of Contents



TOTALNUMBER


FINANCE


AVERAGEOF LOANS


RECEIVABLES


PER LOAN(In thousands)South Carolina


48,109


$
42,681


$
887Texas


33,570



28,167



839North Carolina


17,646



20,579



1,166Tennessee


6,025



4,746



788Alabama


4,256



3,449



810Total


109,606


$
99,622


$
909  
  Large
    Installment Loans
 
  
          66




---



##### Table of Contents



AT DECEMBER 31,


AT MARCH 31,2006


2007


2008


2009


2010


2010


2011South Carolina


79
%


72
%


72
%


62
%


57
%


62
%


53
%Texas


12
%


20
%


11
%


11
%


9
%


10
%


9
%North Carolina


9
%


8
%


15
%


24
%


26
%


25
%


29
%Tennessee










2
%


2
%


4
%


2
%


5
%Alabama














1
%


4
%


1
%


4
%Total


100
%


100
%


100
%


100
%


100
%


100
%


100
%     TOTAL NUMBER


FINANCE


AVERAGEOF LOANS


RECEIVABLES


PER LOAN(In thousands)South Carolina


5,775


$
17,368


$
3,007Texas


1,245



2,885



2,317North Carolina


2,851



9,638



3,380Tennessee


524



1,479



2,823Alabama


497



1,299



2,614Total


10,892


$
32,669


$
2,999   Automobile
    Purchase Loans
 
  
  Direct Automobile Purchase Loans.
  Indirect Automobile Purchase Loans.
    67




---



##### Table of Contents



AT DECEMBER 31,


AT MARCH 31,2006


2007


2008


2009


2010


2010


2011South Carolina


85
%


76
%


64
%


61
%


64
%


61
%


62
%Texas






3
%


7
%


5
%


5
%


5
%


8
%North Carolina


15
%


21
%


29
%


32
%


27
%


31
%


25
%Tennessee














2
%


3
%


2
%


4
%Alabama


















1
%


1
%


1
%Total


100
%


100
%


100
%


100
%


100
%


100
%


100
%     TOTAL NUMBER


FINANCE


AVERAGEOF LOANS


RECEIVABLES


PER LOAN(In thousands)South Carolina


8,378


$
63,699


$
7,603Texas


917



7,685



8,381North Carolina


3,804



25,785



6,779Tennessee


431



3,546



8,227Alabama


173



1,449



8,376Total


13,703


$
102,164


$
7,456   Furniture and
    Appliance Purchase Loans
 
  
        68




---



##### Table of Contents



TOTAL NUMBER


FINANCE


AVERAGEOF LOANS


RECEIVABLES


PER LOAN(In thousands)South Carolina


419


$
549


$
1,311Texas


1,128



1,475



1,308North Carolina


1,603



1,613



1,006Tennessee


11



14



1,242Alabama


5



10



1,908Total


3,166


$
3,661


$
1,156   Insurance
    Products
     Credit Life Insurance, Credit Accident and Health Insurance
    and Involuntary Unemployment Insurance.
    69




---



##### Table of Contents



Collateral Protection Collision Insurance.
  Property Insurance.
  Our
    Branches
      AT DECEMBER 31,


AT MARCH 31,2006


2007


2008


2009


2010


2010


2011South Carolina


58



59



59



58



61



62



66Texas


21



23



30



31



35



36



37North Carolina


10



13



18



18



19



19



21Tennessee






1



5



6



10



10



12Alabama














4



9



9



10Total


89



96



112



117



134



136



146       AVERAGE FINANCERECEIVABLES PERAGE OF BRANCH

BRANCH AS OF


PERCENTAGE INCREASE


NUMBER OF(AS OF MARCH 31, 2011)

MARCH 31, 2011


FROM NEWER CATEGORY


BRANCHES(In thousands)Branches open less than one year

$
498







27Branches open one to three years

$
1,247



150.4
%


24Branches open three to five years

$
1,425



14.3
%


24Branches open five years or more

$
2,261



58.7
%


71  
   
    70




---



##### Table of Contents



Payment and Loan
    Collections
 
   
 
 
     
   
 
   
 
   
    71




---



##### Table of Contents



Information
    Technology
    Competition
    Small and
    Large Installment Loans
 peer-to-peer
  Automobile
    Purchase Loans
     72




---



##### Table of Contents



Furniture and
    Appliance Purchase Loans
 rent-to-own Point-of-sale
  Seasonality
    Employees
    Staff and
    Training
     Monitoring and
    Supervision
       73




---



##### Table of Contents



Properties
 
   
  Government
    Regulation
    State Lending
    Regulation
           74




---



##### Table of Contents



Insurance
    Regulation
     Dodd-Frank
    Wall Street Reform and Consumer Protection Act of
    2010
       Other Federal
    Laws and Regulations
             75




---



##### Table of Contents



Legal
    Proceedings
      76




---



##### Table of Contents



MANAGEMENT  Directors,
    Director Nominees and Executive Officers
     
 NAME

AGE

POSITIONDavid Perez


43


Chairman of the Board of DirectorsRoel C. Campos


62


Director NomineeRichard T. DellAquila


34


DirectorRichard A. Godley


63


DirectorJared L. Johnson


39


DirectorAlvaro G. de Molina


53


Director NomineeCarlos Palomares


66


Director NomineeErik A. Scott


43


DirectorThomas F. Fortin


47


Chief Executive Officer and Director NomineeC. Glynn Quattlebaum


64


President and Chief Operating OfficerRobert D. Barry


67


Executive Vice President and Chief Financial OfficerA. Michelle Masters


36


Senior Vice President, Strategic Development and Corporate
    Secretary  
 
  David Perez
  Roel C. Campos
  Richard T. DellAquila
    77




---



##### Table of Contents



Richard A. Godley
  Jared L. Johnson
  Alvaro G. de Molina 17-year
 
  Carlos Palomares
 
  Erik A. Scott
 
  Thomas F. Fortin
 
    78




---



##### Table of Contents



brother-in-law
 
  C. Glynn Quattlebaum
  Robert D. Barry, CPA,
  A. Michelle Masters
 
   
  Composition of
    the Board of Directors After this Offering
 
   
   n
    within one year of the date of the listing of our common stock
    on the New York Stock Exchange, a majority of our board of
    directors consists of independent directors, as
    defined under the rules of the New York Stock Exchange;n
    we have a compensation committee that is, within one year of the
    date of the listing of our common stock on the New York Stock
    Exchange, composed entirely of independent directors; andn
    we have a corporate governance and nominating committee that is,
    within one year of the date of the listing of our common stock
    on the New York Stock Exchange, composed entirely of independent
    directors.      79




---



##### Table of Contents



Director
    Qualifications
 
   
   n
    Mr. Perez was selected to serve as a director in light of
    his affiliation with Palladium and his significant experience in
    working with companies controlled by private equity sponsors,
    including several financial companies, and his experience in
    working with the management of various other companies owned by
    Palladiums funds;n
    Mr. Campos was selected to serve as a director in light of
    his extensive financial background and experience in working
    with financial services companies, his experience with the SEC
    and his significant experience with public companies across a
    variety of industries;n
    Mr. DellAquila was selected to serve as a director in
    light of his affiliation with Parallel, his extensive financial
    background and experience in working with financial services
    companies and his experience in working with the management of
    various other companies owned by Parallel;n
    Mr. Godley was selected to serve as a director due to his
    long-standing role with the company as founder and his
    significant continuing equity ownership;n
    Mr. Johnson was selected to serve as a director in light of
    his affiliation with Parallel, his extensive financial
    background and his experience in working with the management of
    various other companies owned by Parallel;n
    Mr. de Molina was selected to serve as a director in light of
    his extensive financial background and his significant
    experience with public and private financial services companies; 
  n
    Mr. Palomares was selected to serve as a director in light
    of his extensive financial background and his significant
    experience in leadership roles with public financial services
    companies; 
  n
    Mr. Scott was selected as a director in light of his
    affiliation with Palladium, his extensive financial background
    and his experience in working with the management of various
    other companies owned by Palladium funds; andn
    Mr. Fortin was selected to serve as a director in light of
    his role as our Chief Executive Officer and the management
    perspective he brings to board deliberations as well as his
    experience with the state and federal regulators applicable to
    our business.    80




---



##### Table of Contents



Board
    Committees
    Audit
    Committee
 
  
 n
    selecting and hiring our independent auditors, and approving the
    audit and non-audit services to be performed by our independent
    auditors;n
    assisting the board of directors in evaluating the
    qualifications, performance and independence of our independent
    auditors;n
    assisting the board of directors in monitoring the quality and
    integrity of our financial statements and our accounting and
    financial reporting processes;n
    assisting the board of directors in monitoring our compliance
    with legal and regulatory requirements;n
    assisting the board of directors in reviewing the adequacy and
    effectiveness of our internal control over financial reporting
    processes;n
    assisting the board of directors in monitoring the performance
    of our internal audit function;n
    discussing the scope and results of the audit with the
    independent registered public accounting firm;n
    reviewing with management and our independent auditors our
    annual and quarterly financial statements;n
    establishing procedures for the receipt, retention and treatment
    of complaints received by us regarding accounting, internal
    accounting controls or auditing matters and the confidential,
    anonymous submission by our employees of concerns regarding
    questionable accounting or auditing matters; andn
    preparing the audit committee report that the SEC requires in
    our annual proxy statement. 
   
    Compensation
    Committee
 
   
 n
    reviewing and approving, or making recommendations to the board
    of directors with respect to, corporate goals and objectives
    relevant to the compensation of our CEO, evaluating our
    CEOs performance in light of those goals and objectives,
    and, either as a committee or together with the other
    independent directors (as directed by the board of directors),
    determining and approving our CEOs compensation level
    based on such evaluation;n
    reviewing and approving the compensation of our executive
    officers, including annual base salary, annual incentive
    bonuses, specific goals, equity compensation, employment
    agreements, severance and change in control arrangements, and
    any other benefits, compensation or arrangements;n
    reviewing and recommending the compensation of our directors;n
    reviewing and discussing annually with management our
    Compensation Discussion and Analysis disclosure
    required by SEC rules following the consummation of this
    offering;n
    preparing the compensation committee report required by the SEC
    to be included in our annual proxy statement following the
    consummation of this offering; andn
    reviewing and making recommendations with respect to our equity
    compensation plans.    81




---



##### Table of Contents



Corporate
    Governance and Nominating Committee
 
   
 n
    assisting our board of directors in identifying prospective
    director nominees and recommending nominees to the board of
    directors;n
    overseeing the evaluation of the board of directors and
    management;n
    reviewing developments in corporate governance practices and
    developing and recommending a set of corporate governance
    guidelines; andn
    recommending members for each committee of our board of
    directors.  Compensation
    Committee Interlocks and Insider Participation
      Director
    Compensation
 
   
 
   
 
  
 ALL OTHERNAME

YEAR


COMPENSATION


TOTALRichard T. DellAquila


2010







Richard A. Godley


2010


$
150,000
(1)

$
150,000Jared L. Johnson


2010







David Perez


2010







Erik A. Scott


2010







  
 
 
 (1)
    
    Mr. Godley received consulting
    fees pursuant to a consulting agreement as described under
    Certain Relationships and Related Person
    Transactions. Pursuant to this consulting agreement, we
    pay Mr. Godley a monthly fee equal to $12,500, as well as
    pay or reimburse him for all reasonable
    out-of-pocket
    expenses directly related to the performance of his duties and
    responsibilities to us under the agreement. Upon the
    consummation of this offering, the agreement will be terminated
    pursuant to its terms and we will pay Mr. Godley a one-time
    termination fee of $150,000. 
      82




---



##### Table of Contents



out-of-pocket
  Compensation
    Discussion and Analysis
    Compensation
    Program Objectives
      Compensation
    Determination Process
   
   
    83




---



##### Table of Contents



Elements of
    Compensation
   Base
    Salaries
    Performance-Based
    Annual Cash Awards
   n
    net income from operations, which measures profitability;n
    total debt / EBITDA (earnings before interest, taxes,
    depreciation and amortization), which is our leverage ratio;n
    average finance receivables, which measures our loan growth;n
    net loans charged off, which measures our charge-off
    control; andn
    total general and administrative expense percentage, which
    measures our expense control.      84




---



##### Table of Contents



ACTUAL


ACTUAL


MAXIMUMINITIAL


TARGET FOR


RESULTS FOR


WEIGHTING


WEIGHTINGPERFORMANCE METRIC

WEIGHTING


2010


2010


FOR 2010


FOR 2010Net income from
    operations(1)


30.0
%

$
15,151,000


$
20,023,000



33.0
%


33
%Total debt / EBITDA
    (2)


30.0
%


5.7
x


4.5
x


33.0
%


33
%Average finance
    receivables(3)


13.3
%

$
214,038,000


$
216,115,000



13.5
%


14.63
%Net loans charged
    off(4)


13.3
%


8.5
%


8.0
%


14.1
%


14.63
%Total general and administrative expense
    percentage(5)


13.3
%


41.7
%


38.3
%


14.4
%


14.63
%Total


100.0
%










108.0
%


109.89
%   (1)
    
    If net income from operations is
    (A) equal to or greater than 90% but less than 100% of the
    target, the executive is entitled to an award equal to 30% of
    the target award amount multiplied by a fraction, the numerator
    of which is equal to the actual net income from operations
    expressed as a percentage of the target minus 90% and the
    denominator of which is equal to 10%; and (B) equal to or
    greater than 100% of the target, the executive is entitled to an
    award equal to 30% of the target award amount multiplied by a
    fraction, the numerator of which is equal to the actual net
    income from operations expressed as a percentage of the target
    and the denominator of which is equal to 100%.(2)
    
    If total debt / EBITDA is
    (A) greater than 100% but less than 110% of the target, the
    executive is entitled to an award equal to 30% of the target
    award multiplied by a fraction, the numerator of which is equal
    to the difference between 110% and the actual total debt /
    EBITDA expressed as a percentage of the target and the
    denominator of which is equal to 10%; and (B) equal to or
    less than 100% of the target, the executive is entitled to an
    award equal to 30% of the target award amount multiplied by the
    sum of one and the difference between 100% and the actual total
    debt / EBITDA expressed as a percentage of the target.(3)
    
    If average monthly finance
    receivables is equal to or greater than 100% of the target, the
    executive is entitled to an award equal to 13.3% of the target
    award amount multiplied by a fraction, the numerator of which is
    equal to the actual finance receivables expressed as a
    percentage of the target and the denominator of which is equal
    to 100%.(4)
    
    If net loans charged off is equal
    to or less than 100% of the target, the executive is entitled to
    an award equal to 13.3% of the target award amount multiplied by
    the sum of one and the difference between 100% and actual net
    loans charged off expressed as a percentage of net loans charged
    off.(5)
    
    If the total general and
    administrative expense percentage is equal to or less than 100%
    of the target, the executive is entitled to an award equal to
    13.3% of the target award amount multiplied by the sum of one
    and the difference between 100% and the actual total general and
    administrative expense percentage expressed as a percentage of
    the total general and administrative expense percentage.     PERCENTAGE








MAXIMUMOF BASE








AWARDANNUAL


SALARY USED TO





ACTUAL


(109.89%BASE


DETERMINE AWARD


TARGET


AWARD (108%


OF TARGETNAME

SALARY


ELIGIBILITY


AWARD


OF TARGET AWARD)


AWARD)Thomas F. Fortin

$
350,000



59
%

$
206,500


$
223,020


$
226,923Robert D. Barry

$
225,000



74.5
%

$
167,625


$
181,035


$
184,203C. Glynn Quattlebaum

$
435,750



42.4
%

$
184,758


$
199,539


$
203,031A. Michelle Masters

$
102,300



25
%

$
25,575


$
27,621


$
28,104        85




---



##### Table of Contents



Discretionary
    Cash Bonuses
    Equity
    Awards
    Other
    Compensation
    Payments Upon
    Termination and Change in Control
    Actions Taken
    in 2011 and Anticipated Actions in Connection with the
    Offering
   
   
    86




---



##### Table of Contents



Deductibility
    of Executive Compensation
    Summary
    Compensation Table
     NON-EQUITYINCENTIVE PLAN


ALL OTHERSALARY


BONUS


COMPENSATION


COMPENSATION


TOTALNAME AND PRINCIPAL POSITION

YEAR


($)


($)(1)


($)


($)(2)


($)Thomas F. Fortin,
    Chief Executive Officer


2010



350,000



12,000



223,020



15,847



600,867Robert D. Barry, 
    Executive Vice President and Chief Financial Officer


2010



225,000



3,400



181,035



17,894



427,329C. Glynn Quattlebaum,
    President and Chief Operating Officer


2010



435,750







199,539



26,695



661,984A. Michelle Masters,
    Senior Vice President, Strategic Development and Corporate
    Secretary


2010



102,300







27,621



4,118



134,039   (1)
    
    Represents discretionary bonuses
    awarded in 2010. See Compensation Discussion and
    Analysis  Elements of Compensation 
    Discretionary Cash Bonuses.(2)
    
    Represents aggregate automobile
    allowance payments of $13,800 to each of Messrs. Fortin and
    Barry, and $19,800 to Mr. Quattlebaum, a 401(k) plan
    matching contribution of $2,047 (of which $178 was an excess
    contribution and was refunded by the 401(k) plan administrator
    to the executive), $4,094 (of which $2,441 was an excess
    contribution and was refunded by the 401(k) plan administrator
    to the executive), $6,895 (of which $5,508 was an excess
    contribution and was refunded by the 401(k) plan administrator
    to the executive) and $2,224 (of which $378 was an excess
    contribution and was refunded by the 401(k) plan administrator
    to the executive) to Mr. Fortin, Mr. Barry,
    Mr. Quattlebaum and Ms. Masters, respectively, and a
    cash payment of $1,894 to Ms. Masters in lieu of accrued
    and unused vacation time as provided by company policy.    87




---



##### Table of Contents



Grants of
    Plan-Based Awards in 2010
     ESTIMATED FUTURE PAYOUTSUNDER NON-EQUITY INCENTIVE PLANAWARDS(1)THRESHOLD


TARGET


MAXIMUMNAME

($)


($)


($)Thomas F. Fortin,
    Chief Executive Officer






206,500



226,923Robert D. Barry,
    Executive Vice President and Chief Financial Officer






167,625



184,203C. Glynn Quattlebaum,
    President and Chief Operating Officer






184,758



203,031A. Michelle Masters,
    Senior Vice President, Strategic Development and Corporate
    Secretary






25,575



28,104   (1)
    
    Amounts represent estimated
    possible payments under our annual incentive program. Actual
    amounts paid under the annual incentive program for 2010 are
    shown in the Non-Equity Incentive Plan Compensation
    column of the Summary Compensation Table. For more
    information on the performance metrics applicable to these
    awards, see Compensation Discussion and
    Analysis  Elements of Compensation 
    Performance-Based Annual Cash Awards.  Outstanding
    Equity Awards at 2010 Fiscal Year-End
     OPTION AWARDSNUMBER OF


NUMBER OFSECURITIES


SECURITIESUNDERLYING


UNDERLYINGUNEXERCISED


UNEXERCISED


OPTIONOPTIONS


OPTIONS


EXERCISE


OPTION(#)


(#)


PRICE


EXPIRATIONNAME

EXERCISABLE


UNEXERCISABLE


($)


DATEThomas F. Fortin,
    Chief Executive Officer


117,937.8
(1)


78,625.2
(1)

$
5.4623



3/21/17Robert D. Barry,


58,968.8
(2)


14,742.2
(2)

$
5.4623



3/21/17Executive Vice President and
    Chief Financial Officer


14,702.4
(3)


9,801.6
(3)

$
5.4623



3/21/17C. Glynn Quattlebaum,
    President and Chief Operating Officer


235,875.2
(2)


58,968.8
(2)

$
5.4623



3/21/17A. Michelle Masters,
    Senior Vice President, Strategic Development and Corporate
    Secretary   
 (1)
    
    Of these options, 20% vested on the
    February 26, 2008 grant date; 20% vested on March 21,
    2009; 20% vested on March 21, 2010; 20% vested on
    March 21, 2011; and 20% are scheduled to vest on
    March 21, 2012, subject to Mr. Fortin remaining
    employed by us through such vesting date. The remaining unvested
    options automatically vest upon a change of control, which would
    be triggered, among other things, if the existing owners cease
    to own at least 50% of the outstanding voting power of the
    Company. 
  (2)
    
    Of these options, 20% vested on the
    October 11, 2007 grant date; 20% vested on March 21,
    2008; 20% vested on March 21, 2009; 20% vested on
    March 21, 2010; and 20% vested on March 21, 2011. 
  (3)
    
    Of these options, 20% vested on the
    April 23, 2008 grant date; 20% vested on April 23,
    2009; 20% vested on April 23, 2010; 20% vested on
    April 23, 2011; and 20% are scheduled to vest on April,
    2012, subject to Mr. Barry remaining employed by us through
    such vesting date. The remaining unvested options automatically
    vest upon a change of control, which would be triggered, among
    other things, if the existing owners cease to own at least 50%
    of the outstanding voting power of the Company. 
  Option Exercises
    and Stock Vested in 2010
      88




---



##### Table of Contents



Pension Benefits
    for 2010
    Non-Qualified
    Deferred Compensation for 2010
    Potential
    Payments Upon Termination or Change in Control
    Mr.
    Fortin
   ACCELERATEDSALARY


VESTING


COBRACONTINUATION


OF OPTIONS


PREMIUMS


TOTAL($)


($)


($)


($)Termination With Cause; Voluntary Termination;
    Death(1)














Disability(2)


175,000







11,545



186,545Termination Without Cause; Involuntary
    Termination(2)


175,000







11,545



186,545Change in Control






(3
)






(3
)   (1)
    
    If Mr. Fortins death
    occurs during a fiscal year, he is entitled to a pro rata
    portion of his performance-based annual cash award for the year.(2)
    
    Following termination upon
    Disability, termination without Cause or an Involuntary
    Termination (each as defined in Mr. Fortins
    Employment Agreement), Mr. Fortin would be entitled to
    continued salary payments for six months, provided that those
    payments will be reduced by the value of any disability benefits
    paid to Mr. Fortin (in the case of Disability) and by the
    amount of any income Mr. Fortin earns from any other
    employment. During the salary continuation period,
    Mr. Fortin is entitled to COBRA premium payments for
    coverage comparable to that under our group medical plan unless
    he becomes entitled to health insurance from a subsequent
    employer. If Mr. Fortins termination upon Disability,
    termination without Cause or Involuntary Termination occurs
    during a fiscal year, he is entitled to a pro rata portion of
    his performance-based annual cash award for the year.(3)
    
    Upon a Change of Control (as
    defined in Mr. Fortins Option Award Agreement), all
    of Mr. Fortins unvested options would vest. As of
    December 31, 2010, Mr. Fortin held 78,625.2 unvested
    options. Because there was no public market for our Common Stock
    as of December 31, 2010, the market value of each share of
    Common Stock as of that date is not determinable. Accordingly,
    we cannot calculate the value of accelerated vesting of options
    on that date.    Mr.
    Barry
   ACCELERATEDSALARY


VESTING


COBRACONTINUATION


OF OPTIONS


PREMIUMS


TOTAL($)


($)


($)


($)Termination Without
    Cause(1)


112,500











112,500Change in Control






(2
)






(2
)   (1)
    
    Following termination without
    cause, Mr. Barry would be entitled to continued salary
    payments for six months.(2)
    
    Upon a Change of Control (as
    defined in Mr. Barrys Option Award Agreements), all
    of Mr. Barrys unvested options would vest. As of
    December 31, 2010, Mr. Barry held an aggregate of
    24,543.8 unvested options. Because we there was no public market
    for our    89




---



##### Table of Contents



Common Stock as of
    December 31, 2010, the market value of each share of Common
    Stock as of that date is not determinable. Accordingly, we
    cannot calculate the value of accelerated vesting of options on
    that date.  Mr. Quattlebaum
    ACCELERATEDSALARY


VESTING


COBRACONTINUATION


OF OPTIONS


PREMIUMS


TOTAL($)


($)


($)


($)Termination With Cause; Voluntary Termination;
    Death(1)














Disability(2)


435,750







23,697



459,447Termination Without Cause; Involuntary
    Termination(2)


435,750







23,697



459,447Change in Control






(3
)






(3
)   (1)
    
    If Mr. Quattlebaums
    death occurs during a fiscal year, he is entitled to a pro rata
    portion of his performance-based annual cash award for the year.(2)
    
    Following termination upon
    Disability, termination without Cause or an Involuntary
    Termination (each as defined in Mr. Quattlebaums
    Employment Agreement), Mr. Quattlebaum would be entitled to
    continued salary payments for twelve months, provided that those
    payments will be reduced by the value of any disability benefits
    paid to Mr. Quattlebaum (in the case of Disability) and by
    the amount of any income Mr. Quattlebaum earns from any
    other employment. During the salary continuation period,
    Mr. Quattlebaum is entitled to COBRA premium payments for
    coverage comparable to that under our group medical plan unless
    he becomes entitled to health insurance from a subsequent
    employer. If Mr. Quattlebaums termination upon
    Disability, termination without Cause or Involuntary Termination
    occurs during a fiscal year, he is entitled to a pro rata
    portion of his performance-based annual cash award for the year.(3)
    
    Upon a Change of Control (as
    defined in Mr. Quattlebaums Option Award Agreement),
    all of Mr. Quattlebaums unvested options would vest.
    As of December 31, 2010, Mr. Quattlebaum held 58,968.8
    unvested options. Because there was no public market for our
    Common Stock as of December 31, 2010, the market value of
    each share of Common Stock as of that date is not determinable.
    Accordingly, we cannot calculate the value of accelerated
    vesting of options on that date.    Employment
    Agreements
  The agreements described in this section are filed as
    exhibits to the registration statement of which this prospectus
    forms a part, and the following descriptions are qualified by
    reference thereto.
  Employment
    Agreement with Mr. Fortin
          90




---



##### Table of Contents



Employment
    Agreement with Mr. Quattlebaum
          91




---



##### Table of Contents



Employment
    Letter Agreement with Mr. Barry
          92




---



##### Table of Contents



2007 Management
    Incentive Plan
   General
   Administration
   Terms of Stock
    Options
             Adjustments
    Upon Certain Events
     93




---



##### Table of Contents



Amendment and
    Termination
   2011 Stock
    Incentive Plan
    Purpose
    Shares Subject
    to the Plan
    Administration
    Limitations
      94




---



##### Table of Contents



Options
    Stock
    Appreciation Rights
    Other
    Stock-Based Awards (including Performance-Based
    Awards)
  and/or
  Effect of
    Certain Events on 2011 Stock Plan and Awards
  and/or
    95




---



##### Table of Contents



Forfeiture and
    Clawback
    Nontransferability
    of Awards
    Amendment and
    Termination
    Section 409A
    of the Code
    United States
    Federal Income Tax Consequences
    Incentive Stock
    Options
      96




---



##### Table of Contents



Non-Qualified
    Stock Options
    SARs
    Restricted
    Stock
    Restricted Stock
    Units
      97




---



##### Table of Contents



Stock Bonus
    Awards
    Section 162(m)
    Annual Incentive
    Plan
    Purpose
    Administration
    Eligibility;
    Awards
    Performance
    Goals
      98




---



##### Table of Contents



and/or
      Forfeiture and
    Clawback
    Change in
    Control
    Termination of
    Employment
      99




---



##### Table of Contents



Payment of
    Awards
    Amendment and
    Termination of Plan
      100




---



##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Shareholders
    Agreement
  lock-up
 
   
 
 n
    if the parties to the amended and restated shareholders
    agreement hold more than 50% of our outstanding stock entitled
    to vote for the election of directors, then such parties will
    collectively have the right to designate the smallest whole
    number of directors that constitutes a majority of the board; 
 
  n
    if the parties to the amended and restated shareholders
    agreement hold 50% or less, but more than 25%, of our
    outstanding stock entitled to vote for the election of
    directors, then such parties will collectively have the right to
    designate the number of directors that is one fewer than the
    smallest whole number of directors that constitutes a majority
    of the board; and 
 
  n
    if the parties to the amended and restated shareholders
    agreement hold 25% or less of our outstanding stock entitled to
    vote for the election of directors, such parties will have no
    right to designate directors except that each of
    (1) Palladium, (2) Parallel and (3) a
    representative of the individual owners will have the right to
    designate one director if such stockholder or group of
    stockholders holds at least 5% of the outstanding stock entitled
    to vote for the election of directors. 
 
   
 
 n
    for so long as the individual owners in the aggregate continue
    to hold at least 5% of the outstanding stock entitled to vote
    for the election of directors, one director will be designated
    by a representative of the individual owners; and 
 
  n
    all of the remaining directors to be designated by the parties
    to the shareholders agreement will be divided between Parallel
    and Palladium in the ratio that most nearly matches the ratio of
    their ownership of shares of common stock; provided that, unless
    and until the ratio of the number shares of common stock held by
    Parallel to the number of shares of common stock held by
    Palladium is less than such ratio immediately following this
    offering, the number of directors to be designated by Parallel
    will not be fewer than one fewer than the number of directors to
    be designated by Palladium. 
 
   
  Mezzanine
    Debt
      101




---



##### Table of Contents



Advisory and
    Consulting Fees
  out-of-pocket
  out-of-pocket
  Statement of
    Policy Regarding Transactions with Related Persons
  Regulation S-K) Regulation S-K
      102




---



##### Table of Contents



Indemnification
    of Directors and Officers
        103




---



##### Table of Contents



PRINCIPAL AND
    SELLING STOCKHOLDERS       
 SHARES OF COMMON STOCK BENEFICIALLY OWNEDAFTER THE OFFERING


AFTER THE OFFERING


SHARES OF


SHARES OFASSUMING


ASSUMING


COMMON


COMMONUNDERWRITERS


UNDERWRITERS


STOCK


STOCKOPTION IS NOT


OPTION IS


BEING


SUBJECT TOPRIOR TO THE OFFERING


EXERCISED


EXERCISED IN FULL


OFFERED


OPTIONNAME OF BENEFICIAL OWNER

NUMBER


%


NUMBER


%


NUMBER


%


NUMBER


NUMBER5% stockholders:Parties to the amended and restated shareholders agreement as a
    group(1)


9,881,535



100.0
%Palladium Equity Partners III,
    L.P.(2)


4,495,461



48.2
%Parallel 2005 Equity Fund,
    LP(3)


2,644,389



28.3
%Jerry L.
    Shirley(4)


549,219



5.9
%Named executive officers, directors and director nominees:Richard A.
    Godley(5)


1,246,512



13.4
%C. Glynn
    Quattlebaum(6)


477,917



5.0
%Robert D.
    Barry(7)


92,714



*Roel C. Campos






Richard T.
    DellAquila(8)






Thomas F.
    Fortin(9)


157,250



1.7
%Jared L.
    Johnson(10)






A. Michelle Masters






Alvaro G. de Molina






Carlos Palomares






David
    Perez(11)






Erik A.
    Scott(12)






Directors and executive officers as a group (9 persons)


1,974,393



20.0
%Other selling stockholders:Brenda F.
    Kinlaw(13)


183,073



2.0
%Jesse W. Geddings


35,000



*  
    *
    
    Represents less than 1%.(1)
    
    Regional Holdings LLC, Parallel
    2005 Equity Fund, LP, Palladium Equity Partners III, L.P.,
    Richard A. Godley, Sr. Revocable Trust, the estate of Richard
    Allen Godley, Jr., William T. Godley, Denise Godley, Jerry L.
    Shirley, Brenda F. Kinlaw, C. Glynn Quattlebaum,    104




---



##### Table of Contents



Sherri Quattlebaum and Jesse W.
    Geddings will be parties to our amended and restated
    shareholders agreement as described under Certain
    Relationships and Related Person Transactions 
    Shareholders Agreement.(2)
    
    Palladium Equity Partners III,
    L.L.C. (Palladium General) is the general partner of
    Palladium Equity Partners III, L.P. Marcos A. Rodriguez is the
    managing member of Palladium General. The address of each of the
    entities listed and Mr. Rodriguez is Rockefeller Center,
    1270 Avenue of the Americas, Suite 2200 New York, New York
    10020. Mr. Rodriguez disclaims beneficial ownership of such
    shares. Palladium Equity Partners III, L.P. is a party to our
    shareholders agreement and its affiliate receives advisory fees
    from us pursuant to an advisory agreement that will be
    terminated upon consummation of this offering, as described
    under Certain Relationships and Related Person
    Transactions.(3)
    
    Parallel 2005 Equity Partners, LP
    is the general partner of Parallel 2005 Equity Fund, LP.
    Parallel 2005 Equity Partners, LLC is the general partner of
    Parallel 2005 Equity Partners, LP. F. Barron Fletcher, III
    is the managing member of Parallel 2005 Equity Partners, LLC.
    The address of each of the entities listed and Mr. Fletcher
    is 2100 McKinney Avenue, Ste. 1200, Dallas, Texas 75201.
    Mr. Fletcher disclaims beneficial ownership of such shares,
    except to the extent of his pecuniary interest therein. Parallel
    2005 Equity Fund, LP is a party to our shareholders agreement
    and its affiliate receives advisory fees from us pursuant to an
    advisory agreement that will be terminated upon consummation of
    this offering, as described under Certain Relationships
    and Related Person Transactions.(4)
    
    The address for Mr. Shirley is
    c/o Regional
    Management Corp., 509 West Butler Road, Greenville, South
    Carolina 29607. Mr. Shirley currently acts as a consultant
    to Regional as described under Certain Relationships and
    Related Person Transactions  Advisory and Consulting
    Fees.(5)
    
    The address for Mr. Godley is
    c/o Regional
    Management Corp., 509 West Butler Road, Greenville, South
    Carolina 29607. Includes shares owned by Mr. Godleys
    spouse Denise Godley (75,000 shares),
    Mr. Godleys son, William T. Godley
    (35,870 shares) and the estate of Mr. Godleys
    deceased son Richard Allen Godley, Jr. (31,122 shares),
    over which Mr. Godley may be deemed to have beneficial
    ownership. Mr. Godley disclaims beneficial ownership with
    respect to the shares beneficially owned by these family
    members. Mr. Godley is a director of Regional Management
    Corp. In addition, Mr. Godley is party to our shareholders
    agreement and currently serves as a consultant to Regional, in
    each case as described under Certain Relationships and
    Related Person Transactions.(6)
    
    Includes 294,844 shares
    subject to options either currently exercisable or exercisable
    within 60 days over which Mr. Quattlebaum will not
    have voting or investment power until the options are exercised.
    The shares described in this note are considered outstanding for
    the purpose of computing the percentage of outstanding stock
    owned by Mr. Quattlebaum and by directors and executive
    officers as a group, but not for the purpose of computing the
    percentage ownership of any other person.(7)
    
    Includes 92,714 shares subject
    to options either currently exercisable or exercisable within
    60 days over which Mr. Barry will not have voting or
    investment power until the options are exercised. The shares
    described in this note are considered outstanding for the
    purpose of computing the percentage of outstanding stock owned
    by Mr. Barry and by directors and executive officers as a
    group, but not for the purpose of computing the percentage
    ownership of any other person.(8)
    
    Mr. DellAquila is a
    Principal with Parallel.(9)
    
    Includes 157,250 shares
    subject to options either currently exercisable or exercisable
    within 60 days over which Mr. Fortin will not have
    voting or investment power until the options are exercised. The
    shares described in this note are considered outstanding for the
    purpose of computing the percentage of outstanding stock owned
    by Mr. Fortin and by directors and executive officers as a
    group, but not for the purpose of computing the percentage
    ownership of any other person. Mr. Fortin was an operating
    partner of Parallel from 2003 to 2007.(10)
    
    Mr. Johnson is a Managing
    Director with Parallel.(11)
    
    Mr. Perez is a Managing
    Director with Palladium.(12)
    
    Mr. Scott is a Managing
    Director with Palladium.(13)
    
    Ms. Kinlaw currently acts as a
    consultant to Regional as described under Certain
    Relationships and Related Person Transactions 
    Advisory and Consulting Fees.    105




---



##### Table of Contents



DESCRIPTION OF
    CAPITAL STOCK  
    Common
    Stock
          Preferred
    Stock
   n
    the designation of the series;n
    the number of shares of the series, which our board may, except
    where otherwise provided in the preferred stock designation,
    increase or decrease, but not below the number of shares
    then-outstanding;n
    whether dividends, if any, will be cumulative or non-cumulative
    and the dividend rate of the series;n
    the dates at which dividends, if any, will be payable;n
    the redemption rights and price or prices, if any, for shares of
    the series;n
    the terms and amounts of any sinking fund provided for the
    purchase or redemption of shares of the series;n
    the amounts payable on shares of the series in the event of any
    voluntary or involuntary liquidation, dissolution or
    winding-up
    of the affairs of our company;n
    whether the shares of the series will be convertible into shares
    of any other class or series, or any other security, of our
    company or any other entity, and, if so, the specification of
    the other class or series or other security, the conversion
    price or prices or rate or rates, any rate adjustments, the date
    or dates as of which the shares will be convertible and all
    other terms and conditions upon which the conversion may be made;n
    restrictions on the issuance of shares of the same series or of
    any other class or series; andn
    the voting rights, if any, of the holders of the series.      106




---



##### Table of Contents



Authorized but
    Unissued Capital Stock
      Forum Selection
    Clause
    Anti-Takeover
    Effects of Provisions of Delaware Law and Our Amended and
    Restated Certificate of Incorporation and Bylaws
   Undesignated
    Preferred Stock
   Requirements
    for Advance Notification of Stockholder Meetings, Nominations
    and Proposals
       107




---



##### Table of Contents



No Cumulative
    Voting
   Stockholder
    Action by Written Consent
   Delaware
    Anti-Takeover Statute
 change-in-control
   n
    prior to the date of the transaction, the board of directors of
    the corporation approved either the business combination or the
    transaction that resulted in the stockholder becoming an
    interested stockholder;n
    upon completion of the transaction that resulted in the
    stockholder becoming an interested stockholder, the stockholder
    owned at least 85% of the voting stock of the corporation
    outstanding at the time the transaction commenced, excluding for
    purposes of determining the number of shares outstanding
    (1) shares owned by persons who are directors and also
    officers and (2) shares owned by employee stock plans in
    which employee participants do not have the right to determine
    confidentially whether shares held subject to the plan will be
    tendered in a tender or exchange offer; orn
    on or subsequent to the date of the transaction, the business
    combination is approved by the board and authorized at an annual
    or special meeting of stockholders, and not by written consent,
    by the affirmative vote of at least
    662/3%
    of the outstanding voting stock which is not owned by the
    interested stockholder.        108




---



##### Table of Contents



Corporate
    Opportunity
    Transfer Agent
    and Registrar
 
   
  Listing
      109




---



##### Table of Contents



CERTAIN UNITED
    STATES FEDERAL INCOME AND
    ESTATE TAX CONSEQUENCES TO
    NON-U.S.
    HOLDERS  non-U.S. holder.
  non-U.S. holder
 n
    an individual citizen or resident of the United States;n
    a corporation (or any other entity treated as a corporation for
    United States federal income tax purposes) created or organized
    in or under the laws of the United States, any state thereof or
    the District of Columbia;n
    an estate the income of which is subject to United States
    federal income taxation regardless of its source; orn
    a trust if it (1) is subject to the primary supervision of
    a court within the United States and one or more United States
    persons have the authority to control all substantial decisions
    of the trust or (2) has a valid election in effect under
    applicable United States Treasury regulations to be treated as a
    United States person.  non-U.S. holders
    If you are considering the purchase of our common stock, you
    should consult your own tax advisors concerning the particular
    United States federal income and estate tax consequences to you
    of the ownership of the common stock, as well as the
    consequences to you arising under the laws of any other taxing
    jurisdiction.
  Dividends
  non-U.S. holder non-U.S. holder non-U.S. holder
  non-U.S. holder Form W-8BEN non-U.S. holders
  non-U.S. holder
    110




---



##### Table of Contents



Gain on
    Disposition of Shares of Common Stock
   n
    the gain is effectively connected with a trade or business of
    the
    non-U.S. holder
    in the United States (and, if required by an applicable income
    tax treaty, is attributable to a United States permanent
    establishment of the
    non-U.S. holder);n
    the
    non-U.S. holder
    is an individual who is present in the United States for
    183 days or more in the taxable year of that disposition,
    and certain other conditions are met; orn
    we are or have been a United States real property holding
    corporation for United States federal income tax purposes.  non-U.S. holder non-U.S. holder non-U.S. holder
    Federal Estate
    Tax
  non-U.S. holder
  Information
    Reporting and Backup Withholding
  non-U.S. holder non-U.S. holder
  non-U.S. holder non-U.S. holder
  non-U.S. holder
  non-U.S. holders
  Additional
    Withholding Requirements
      111




---



##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE     Lock-Up
    Agreements
  lock-up lock-up
  Eligibility of
    Restricted Shares for Sale in the Public Market
  lock-up
  Rule 144
     n
    1% of the number of shares of our common stock then outstanding,
    which will equal
    approximately           shares
    immediately after this offering; orn
    the average weekly trading volume of our common stock during the
    four calendar weeks preceding the filing of a notice on
    Form 144 with respect to such sale.    Stock Incentive
    Compensation
      112




---



##### Table of Contents



Form S-8 Form S-8 Form S-8
  Registration
    Rights
      113




---



##### Table of Contents



UNDERWRITING
    (CONFLICTS OF INTEREST)   NUMBER OF SHARESUNDERWRITERS

OF COMMON STOCKJefferies & Company, Inc.Stephens Inc.JMP Securities LLCBMO Capital Markets Corp.Total           Commission and
    Expenses
        114




---



##### Table of Contents



PER SHARE


TOTALWITHOUT


WITH


WITHOUT


WITHOVER-ALLOTMENT


OVER-ALLOTMENT


OVER-ALLOTMENT


OVER-ALLOTMENTOPTION


OPTION


OPTION


OPTIONPublic offering price

$



$



$



$Underwriting discount paid by us

$



$



$



$Proceeds to us, before expenses

$



$



$



$Underwriting discount paid by the selling stockholders

$



$



$



$Proceeds to the selling stockholders, before expenses

$



$



$



$     Determination of
    Offering Price
      Listing
    Over-Allotment
    Option
    No Sales of
    Similar Securities
   n
    sell, offer, contract or grant any option to sell (including any
    short sale), pledge, transfer, establish an open put
    equivalent position within the meaning of
    Rule 16a-1(h)
    under the Exchange Act, orn
    otherwise dispose of any shares of common stock, options or
    warrants to acquire common stock, or securities exchangeable or
    exercisable for or convertible into common stock currently or
    hereafter owned either of record or beneficially, orn
    publicly announce an intention to do any of the foregoing for a
    period of 180 days after the date of this prospectus
    without the prior written consent of Jefferies &
    Company, Inc.    115




---



##### Table of Contents



n
    during the last 17 days of the
    180-day
    restricted period, we issue an earnings release or material news
    or a material event relating to us occurs, orn
    prior to the expiration of the
    180-day
    restricted period, we announce that we will release earnings
    results during the
    16-day
    period beginning on the last day of the
    180-day
    restricted period,  180-day 18-day
  180-day lock-up lock-up lock-up
  Stabilization
      Electronic
    Distribution
  e-mail and/or
    116




---



##### Table of Contents



Affiliations and
    Conflicts of Interest
        117




---



##### Table of Contents



CERTAIN ERISA
    CONSIDERATIONS non-U.S. or
        118




---



##### Table of Contents



NOTICE TO
    INVESTORS   European Economic
    Area
    (a)
    to qualified investors, as defined in the Prospectus
    Directive, including:  (i)
    (in the case of Relevant Member States other than Early
    Implementing Member States), legal entities which are authorized
    or regulated to operate in the financial markets or, if not so
    authorized or regulated, whose corporate purpose is solely to
    invest in securities, or any legal entity which has two or more
    of (i) an average of at least 250 employees during the
    last financial year; (ii) a total balance sheet of more
    than 43.0 million and (iii) an annual net
    turnover of more than 50.0 million as shown in its
    last annual or consolidated accounts; or(ii)
    (in the case of Early Implementing Member States), persons or
    entities that are described in points (1) to (4) of
    Section I of Annex II to Directive 2004/39/EC, and
    those who are treated on request as professional clients in
    accordance with Annex II to Directive 2004/39/EC, or
    recognized as eligible counterparties in accordance with
    Article 24 of Directive 2004/39/EC unless they have
    requested that they be treated as non-professional
    clients; or  (b)
    to fewer than 100 (or, in the case of Early Implementing Member
    States, 150) natural or legal persons (other than
    qualified investors as defined in the Prospectus
    Directive) subject to obtaining the prior consent of the
    book-running mangers for any such offer; or(c)
    in any other circumstances falling within Article 3(2) of
    the Prospectus Directive, provided that no such offer of shares
    of our common stock offered hereby shall result in a requirement
    for the publication of a prospectus pursuant to Article 3
    of the Prospectus Directive or of a supplement to a prospectus
    pursuant to Article 16 of the Prospectus Directive.      119




---



##### Table of Contents



United
    Kingdom
      (a)
    it has only communicated or caused to be communicated and will
    only communicate or cause to be communicated an invitation or
    inducement to engage in investment activity (within the meaning
    of Section 21 of the Financial Services and Markets Act
    2000, as amended (the FSMA)) received by it in
    connection with the issue or sale of the Shares in circumstances
    in which Section 21(1) of the FSMA does not apply to
    us; and(b)
    it has complied and will comply with all applicable provisions
    of the FSMA with respect to anything done by it in relation to
    the shares of our common stock in, from or otherwise involving
    the United Kingdom.  Germany
    Notice to
    Prospective Investors in Hong Kong
      120




---



##### Table of Contents



Notice to
    Prospective Investors in Singapore
      (a)
    by a corporation (which is not an accredited investor as defined
    in Section 4A of the SFA) the sole business of which is to
    hold investments and the entire share capital of which is owned
    by one or more individuals, each of whom is an accredited
    investor; or(b)
    for a trust (where the trustee is not an accredited investor)
    whose sole purpose is to hold investments and each beneficiary
    of the trust is an individual who is an accredited investor,    (1)
    to an institutional investor (for corporations under
    Section 274 of the SFA) or to a relevant person defined in
    Section 275(2) of the SFA, or any person pursuant to an
    offer that is made on terms that such shares of that corporation
    or such rights and interest in that trust are acquired at a
    consideration of not less than $200,000 (or its equivalent in a
    foreign currency) for each transaction, whether such amount is
    to be paid for in cash or by exchange of securities or other
    assets, and further for corporations, in accordance with the
    conditions, specified in Section 275 of the SFA;(2)
    where no consideration is given for the transfer; or(3)
    where the transfer is by operation of law.      121




---



##### Table of Contents



LEGAL
    MATTERS  EXPERTS  WHERE YOU CAN
    FIND MORE INFORMATION Form S-1 1-800-SEC-0330. http://www.sec.gov.
      122




---



##### 



INDEX
    TO FINANCIAL STATEMENTS
 
  
  Report of Independent Registered Public
    Accounting Firm


F-2Audited Financial Statements at December 31, 2009 and 2010
    and for the years ended December 31, 2008, 2009 and 2010Consolidated balance sheets


F-3Consolidated statements of income


F-4Consolidated statements of stockholders
    equity


F-5Consolidated statements of cash flows


F-6Notes to consolidated financial statements


F-7Unaudited Condensed Financial Statements at March 31, 2011
    and for the three months ended March 31, 2010 and 2011Condensed consolidated balance sheets


F-29Condensed consolidated statements of income


F-30Condensed consolidated statements of cash
    flows


F-31Notes to condensed consolidated financial
    statements


F-32   
    F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders

Regional Management Corp. and Subsidiaries



We have audited the accompanying consolidated balance sheets of
    Regional Management Corp. and Subsidiaries as of
    December 31, 2009 and 2010, and the consolidated statements
    of income, stockholders equity, and cash flows for the
    years ended December 31, 2008, 2009 and 2010. These
    financial statements are the responsibility of the
    Companys management. Our responsibility is to express an
    opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the
    Public Company Accounting Oversight Board (United States). Those
    standards require that we plan and perform the audit to obtain
    reasonable assurance about whether the financial statements are
    free of material misstatement. The Company is not required to
    have, nor were we engaged to perform, an audit of its internal
    control over financial reporting. Our audit included
    consideration of internal control over financial reporting as a
    basis for designing audit procedures that are appropriate in the
    circumstances, but not for the purpose of expressing an opinion
    on the effectiveness of the Companys internal control over
    financial reporting. Accordingly, we express no such opinion. An
    audit also includes examining, on a test basis, evidence
    supporting the amounts and disclosures in the financial
    statements, assessing the accounting principles used and
    significant estimates made by management, as well as evaluating
    the overall financial statement presentation. We believe that
    our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred
    to above present fairly, in all material respects, the financial
    position of Regional Management Corp. and Subsidiaries as of
    December 31, 2009 and 2010, and the results of their
    operations and their cash flows for the years ended
    December 31, 2008, 2009 and 2010 in conformity with
    U.S. generally accepted accounting principles.



/s/ McGladrey & Pullen, LLP



Raleigh, North Carolina

May 16, 2011







F-2




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS DECEMBER 31, 2009 AND 2010
   2009


2010(Dollars in thousands, except per share information)AssetsCash

$
3,018


$
856Gross finance receivables


272,432



318,991Less unearned finance charges, insurance premiums and commissions


(57,523
)


(71,745
)Finance receivables


214,909



247,246Allowance for loan losses


(18,441
)


(18,000
)Net finance receivables


196,468



229,246Premises and equipment, net of accumulated depreciation


2,812



3,069Deferred tax asset, net


7,306



4,376Repossessed assets at net realizable value


665



296Other assets


4,178



3,515$
214,447


$
241,358Liabilities and Stockholders EquityLiabilities:Cash overdraft

$
150


$
365Accounts payable and accrued expenses


5,217



7,968Senior revolving credit facility


156,286



163,301Mezzanine debt to third party


25,680



Mezzanine debt to related party






25,814Other debt


474



466Total liabilities


187,807



197,914Commitments and ContingenciesTemporary equity


12,000



12,000Stockholders equity:Common stock (25,000,000 shares authorized; 9,336,727
    issued and outstanding; $.10 par value per share)


934



934Additional paid-in capital


27,599



27,959Retained earnings (deficit)


(13,893
)


2,551Total stockholders equity


14,640



31,444$
214,447


$
241,358       F-3




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2008, 2009,
    AND 2010
  
 2008


2009


2010(Dollars in thousands, except per share information)Revenue:Interest and fee income

$
58,471


$
63,590


$
74,218Insurance income, net


4,620



5,229



8,252Other income


3,651



3,995



4,362Total revenue


66,742



72,814



86,832Expenses:Provision for loan losses


17,376



19,405



16,568General and administrative expenses:Personnel


17,781



18,991



20,630Occupancy


4,398



4,538



5,165Advertising


999



1,212



2,027Other


4,684



4,379



5,703Consulting and advisory fees


1,644



1,263



1,233Interest expense:Senior revolving credit facility and other debt


7,399



4,846



5,542Mezzanine debt:Third party


3,706



3,835



2,915Related parties










1,427Total interest expense


11,105



8,681



9,884Total expenses


57,987



58,469



61,210Income before income taxes


8,755



14,345



25,622Income taxes


2,276



4,472



9,178Net income

$
6,479


$
9,873


$
16,444Earnings per share:Basic

$
0.69


$
1.06


$
1.76Diluted

$
0.68


$
1.03


$
1.70Weighted average shares outstanding:Basic


9,336,727



9,336,727



9,336,727Diluted


9,482,604



9,590,564



9,669,618  
      F-4




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITYYEARS ENDED DECEMBER 31, 2008, 2009,
    AND 2010
  ADDITIONAL


RETAINEDCOMMON


PAID-IN


EARNINGSSTOCK


CAPITAL


(DEFICIT)


TOTAL(Dollars in thousands)Balance, December 31, 2007

$
934


$
26,716


$
(30,245
)

$
(2,595
)Stock option expense






523







523Net income










6,479



6,479Balance, December 31, 2008


934



27,239



(23,766
)


4,407Stock option expense






360







360Net income










9,873



9,873Balance, December 31, 2009


934



27,599



(13,893
)


14,640Stock option expense






360







360Net income










16,444



16,444Balance, December 31, 2010

$
934


$
27,959


$
2,551


$
31,444       F-5




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2008, 2009, AND 2010
  
 2008


2009


2010(Dollars in thousands)Cash Flows From Operating ActivitiesNet income

$
6,479


$
9,873


$
16,444Adjustments to reconcile net income to net cash provided by
    operating activities:Provision for loan losses


17,376



19,405



16,568Amortization of stock option expense


523



360



360Fair value adjustment on interest rate caps






(280
)


843Payment of in-kind interest on mezzanine debt


168



512



134Deferred income taxes


(1,183
)


(98
)


2,930Depreciation and amortization


1,078



1,144



1,383Change in assets and liabilities:Other assets


(506
)


182



(198
)Other liabilities


2,719



134



2,751Net cash provided by operating activities


26,654



31,232



41,215Cash Flows From Investing ActivitiesFinance receivables originated


(39,755
)


(39,249
)


(49,346
)Net increase in restricted cash


(95
)


(106
)


Purchase of furniture and equipment


(1,348
)


(556
)


(1,210
)Purchase of interest rate caps






(800
)


(43
)Net cash used in investing activities


(41,198
)


(40,711
)


(50,599
)Cash Flows From Financing ActivitiesNet increase (decrease) in cash overdraft


(332
)


(214
)


215Net advances on senior revolving credit facility


16,396



11,674



7,015Proceeds from issuance of mezzanine debt, related party










25,814Payments on mezzanine debt










(25,814
)Payments on subordinated debt and other notes, net


(1,636
)


(394
)


(8
)Net cash provided by financing activities


14,428



11,066



7,222Net increase (decrease) in cash


(116
)


1,587



(2,162
)Cash:Beginning


1,547



1,431



3,018Ending

$
1,431


$
3,018


$
856Supplemental Disclosures of Cash Flow InformationCash payments for interestPaid to third parties

$
11,152


$
8,918


$
7,201Paid to related parties

$



$



$
1,072Cash payments for income taxes

$
1,820


$
4,844


$
8,461Supplemental Disclosures of Noncash Financing ActivitiesIssuance of mezzanine debt in lieu of cash interest payment

$
168


$
512


$
134  
      F-6




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in thousands, except per share information)
  Note 1.
    Nature of Business and Significant Accounting Policies
  Nature of business:
  Principles of consolidation:
      Use of estimates:
    Business segments:
    Cash and statement of cash flows:
    F-7




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
  Finance receivables:
  AVERAGE SIZESmall installment loans

$
1.0Large installment loans

$
3.1Automobile purchase loans

$
10.8Furniture and appliance purchase loans

$
1.4     Loan losses:
   
   
 n
    Most recent twelve months of historical losses are used to
    estimate the allowance for large installment loans (loans in
    excess of $2,500), automobile purchase loans and all furniture
    and appliance purchase loansn
    Most recent eight months of historical losses are used to
    estimate the allowance for small installment loans, including
    live checks (loans of $2,500 or less) 
 
  n
    An unallocated allowance amount    F-8




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
   
  Impaired loans:
 
      AS OF DECEMBER 31, 2010NON-BANKRUPT


CUSTOMERS


TOTAL 180+ PAST DUECUSTOMERS


IN BANKRUPTCY


ACCOUNTSAccounts at least 180 days but less than one year
    contractually delinquent

$
709


$
224


$
933Accounts at least one year but less than two years contractually
    delinquent


91



82



173Accounts at least two years contractually delinquent






5



5Total

$
800


$
311


$
1,111   Delinquency:
  Repossessed assets:
  Premises and equipment:
    F-9




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
  Income recognition:
        Loan origination fees and costs:
  Insurance operations:
        F-10




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
    Reinsurance balances and transactions:
  NET WRITTEN

EARNEDYEAR ENDED DECEMBER 31,

PREMIUMS

PREMIUMS2008

$
8,000


$
6,8922009


10,463



8,5922010


12,641



11,845   Interest rate caps:
  Stock-based compensation:
  Advertising costs:
  Income taxes:
      F-11




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
          Earnings per share:
  Government regulation:
    Subsequent events:
  Disclosure about fair value of financial
    instruments:
  Finance receivables:
  Interest rate caps:
  Debt:
    F-12




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
      
 2009

2010CARRYING

FAIR

CARRYING

FAIRAMOUNT

VALUE

AMOUNT

VALUECash

$
3,018


$
3,018


$
856


$
856Restricted cash


888



888



888



888Finance receivables


196,468



196,468



229,246



229,246Interest rate caps


1,080



1,080



280



280Debt:Senior revolving credit facility


156,286



156,208



163,301



163,301Mezzanine


25,680



23,764



25,814



26,697Other


474



474



466



466  
  ASC 820-10. 820-10 ASC 820-10
        ASC 820-10.
    INTEREST RATE CAPSDECEMBER 31,

TOTAL

LEVEL 1

LEVEL 2

LEVEL 32009

$
1,080


$



$
1,080


$
2010


280







280



     F-13




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
  820-10
    REPOSSESSED ASSETSDECEMBER 31,

TOTAL

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL LOSSES2009

$
665


$



$



$
665


$
5182010


296











296



218   Accounting pronouncements issued and partially
    adopted: 2010-20, Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses 2010-20
  Accounting pronouncements issued, not yet
    adopted: 2010-26, Accounting for Costs Associated with Acquiring or Renewing
    Insurance Contracts 2010-26 2010-26
  2011-02, Receivables (Topic 310): A Creditors Determination of
    Whether a Restructuring Is a Troubled Debt Restructuring.
    F-14




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
   Note 2.
    Finance Receivables, Credit Quality Information and Allowance
    for Loan Losses
    2009


2010Small installment loans

$
102,651


$
117,599Large installment loans


28,217



33,653Automobile purchase loans


83,253



93,232Furniture and appliance purchase loans


788



2,762Finance receivables

$
214,909


$
247,246     
 2008


2009


2010Balance at beginning of year

$
13,290


$
15,665


$
18,441Provision for loan losses


17,376



19,405



16,568
(1)Finance receivables charged off


(15,879
)


(17,002
)


(17,469
)Recoveries


878



373



460Balance at end of year

$
15,665


$
18,441


$
18,000  
 
 (1)
    
    Reducing the required allowance for
    small loans from nine to eight months of losses reduced the 2010
    provision by $451.    
 ALLOWANCE AS


ALLOWANCE ASPERCENTAGE


PERCENTAGEFINANCE


OF FINANCE


OF FINANCEBALANCE











BALANCE


RECEIVABLES


RECEIVABLES


RECEIVABLESJANUARY 1,





CHARGE-





DECEMBER 31,


DECEMBER 31,


DECEMBER 31,


DECEMBER 31,2010


PROVISION


OFFS


RECOVERIES


2010


2010


2009


2010Small installment loans

$
8,022


$
10,642


$
(10,068
)

$
295


$
8,891


$
117,599



7.8
%


7.6
%Large installment loans


2,700



2,685



(2,588
)


61



2,858



33,653



9.6
%


8.5
%Automobile purchase loans


7,517



2,457



(4,738
)


103



5,339



93,232



9.0
%


5.7
%Furniture and appliance purchase loans


7



208



(75
)


1



141



2,762



9.0
%


5.1
%Unallocated


195



576











771







0.9
%


Total

$
18,441


$
16,568


$
(17,469
)

$
460


$
18,000


$
247,246



8.6
%


7.3
%  
      F-15




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
     FINANCE


FINANCERECEIVABLES IN


RECEIVABLES INBANKRUPTCY


BANKRUPTCYAS OF


AS OFDECEMBER 31,


DECEMBER 31,2009


2010Small installment loans

$
440


$
353Large installment loans


732



559Automobile purchase loans


1,641



1,715Furniture and appliance purchase loans


27



35Total

$
2,840


$
2,662     
 DECEMBER 31, 2009FURNITUREANDSMALL


LARGE





APPLIANCEINSTALLMENT


INSTALLMENT


AUTOMOBILE


PURCHASELOANS


LOANS


PURCHASE LOANS


LOANS


TOTAL$


%


$


%


$


%


$


%


$


%Current accounts

$
79,625



77.6
%

$
17,555



62.2
%

$
55,718



66.9
%

$
516



65.5
%

$
153,414



71.4
%1-29 days


13,251



12.9
%


6,920



24.5
%


19,718



32.7
%


190



24.1
%


40,079



18.6
%Delinquency:30 to 59 days


2,995



2.9
%


1,463



5.2
%


3,829



4.6
%


67



8.5
%


8,354



3.9
%60 to 89 days


2,092



2.0
%


728



2.6
%


1,860



2.2
%


4



0.5
%


4,684



2.2
%Over 90 days


4,688



4.6
%


1,551



5.5
%


2,128



2.6
%


11



1.4
%


8,378



3.9
%Total delinquency


9,775



9.5
%


3,742



13.3
%


7,817



9.4
%


82



10.4
%


21,416



10.0
%Finance receivables

$
102,651



100.0
%

$
28,217



100.0
%

$
83,253



100.0
%

$
788



100.0
%

$
214,909



100.0
%Finance receivables in nonaccrual status

$
4,688



4.6
%

$
1,551



5.5
%

$
2,128



2.6
%

$
11



1.4
%

$
8,378



3.9
%  
     F-16




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
  
 DECEMBER 31, 2010FURNITURE ANDSMALL


LARGE





APPLIANCEINSTALLMENT


INSTALLMENT


AUTOMOBILE


PURCHASELOANS


LOANS


PURCHASE LOANS


LOANS


TOTAL$


%


$


%


$


%


$


%


$


%Current accounts

$
90,455



76.9
%

$
22,969



68.3
%

$
67,751



72.7
%

$
2,299



83.2
%

$
183,474



74.2
%1-29 days


18,387



15.7
%


7,424



22.0
%


20,363



21.8
%


342



12.4
%


46,516



18.8
%Delinquency:30 to 59 days


3,269



2.8
%


1,486



4.4
%


2,816



3.0
%


40



1.5
%


7,611



3.1
%60 to 89 days


1,986



1.6
%


762



2.3
%


1,113



1.2
%


31



1.1
%


3,892



1.6
%Over 90 days


3,502



3.0
%


1,012



3.0
%


1,189



1.3
%


50



1.8
%


5,753



2.3
%Total delinquency


8,757



7.4
%


3,260



9.7
%


5,118



5.5
%


121



4.4
%


17,256



7.0
%Finance receivables

$
117,599



100.0
%

$
33,653



100.0
%

$
93,232



100.0
%

$
2,762



100.0
%

$
247,246



100.0
%Finance receivables in nonaccrual status

$
3,502



3.0
%

$
1,012



3.0
%

$
1,189



1.3
%

$
50



1.8
%

$
5,753



2.3
%  
    
 DECEMBER 31, 2009


DECEMBER 31, 2010Finance receivables evaluated individually for impairmentAccounts 180 days or more past due

$
2,187


$
1,111Finance receivables evaluated collectively


212,722



246,135Finance receivables outstanding

$
214,909


$
247,246  
  Note 3.
    Premises and Equipment and Rental Commitments
    2009


2010Land and premises

$
1,020


$
844Furniture, fixtures, and equipment


6,619



7,807Leasehold improvements


1,183



1,2898,822



9,940Less accumulated depreciation


6,010



6,871$
2,812


$
3,069       F-17




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
    YEAR ENDING DECEMBER 31,

AMOUNT2011

$
1,8362012


1,2552013


5872014


1562015


79Thereafter


23$
3,936     Note 4.
    Other Assets
    2009


2010Interest receivable

$
758


$
792Intangible assets, including debt issuance costs, net of
    accumulated amortization


752



808Interest rate caps


1,080



280Restricted cash


888



888Other


700



747$
4,178


$
3,515     Note 5.
    Debt
    
 2009


2010Senior revolving credit facility

$
156,286


$
163,301Mezzanine debt


25,680



25,814Mortgage loan and line of credit


122



Secured line of credit


352



466$
182,440


$
189,581Unused amount of senior revolving credit facility, subject to
    borrowing base

$
11,214


$
61,699  
    F-18




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
   
   
   
   
  one-month
    YEAR ENDING DECEMBER 31,

AMOUNT2011

$
4662012


2013


189,1152014


2015


Total

$
189,581     F-19




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
   Note 6.
    Temporary Equity
      F-20




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
   Note 7.
    Income Taxes
      
 2008


2009


2010U. S. federal tax expense at statutory rate

$
2,977


$
4,877


$
8,968Increase (reduction) in income taxes resulting from:Small insurance company income exclusion


(568
)


(583
)


(444
)State tax, net of federal benefit


209



360



569Other


(342
)


(182
)


85$
2,276


$
4,472


$
9,178  
    2008


2009


2010Current:U. S. federal

$
2,967


$
4,024


$
5,732State and local


492



546



5163,459



4,570



6,248Deferred:U. S. federal


(1,007
)


(83
)


2,553State and local


(176
)


(15
)


377(1,183
)


(98
)


2,930Total

$
2,276


$
4,472


$
9,178     F-21




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
    2009


2010Deferred tax assets:Allowance for loan losses

$
6,340


$
6,587Unearned insurance commissions


840



1,172Non-refundable dealer fees


554



813Stock-based compensation


496



636Fair value adjustment on interest rate cap






329Amortization of non-compete


248



227Group insurance reserve


98



135Accrued expenses






129Unearned insurance premium reserves


66



63Book over tax depreciation and amortization


243



Gross deferred tax assets


8,885



10,091Deferred tax liabilities:Fair market value adjustment of finance receivables






4,394Deferred loan costs


1,240



1,161Tax over book depreciation






66Prepaid expenses


4



Fair value adjustment on interest rate cap


154



Other


181



94Gross deferred tax liabilities


1,579



5,715Net deferred tax assets

$
7,306


$
4,376   Note 8.
    Earnings Per Share
    
 2008NET INCOME


SHARES


PER SHAREBasic earnings per shareIncome available to common stockholders

$
6,479



9,336,727


$
0.69Effect of dilutive securitiesOptions to purchase common stock






145,877Diluted earnings per shareIncome available to common stockholders plus assumed exercise of
    options to purchase common stock

$
6,479



9,482,604


$
0.68  
     F-22




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
  
 2009NET INCOME


SHARES


PER SHAREBasic earnings per shareIncome available to common stockholders

$
9,873



9,336,727


$
1.06Effect of dilutive securitiesOptions to purchase common stock






253,837Diluted earnings per shareIncome available to common stockholders plus assumed exercise of
    options to purchase common stock

$
9,873



9,590,564


$
1.03  
  
 2010NET INCOME


SHARES


PER SHAREBasic earnings per shareIncome available to common stockholders

$
16,444



9,336,727


$
1.76Effect of dilutive securitiesOptions to purchase common stock






332,891Diluted earnings per shareIncome available to common stockholders plus assumed exercise of
    options to purchase common stock

$
16,444



9,669,618


$
1.70  
  Note 9.
    Related Party Transactions
    INDIVIDUALOWNERS

SPONSORS2008:Consulting and advisory fees expense

$
454


$
9482009:Consulting and advisory fees expense


454



8092010:Issuance of 15.25% mezzanine debt


5,000



20,814Financing fees


20



83Interest paid on mezzanine debt


210



864Consulting and advisory fees expense


450



783   Note 10.
    Concentrations of Credit Risk
      F-23




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
      Note 11.
    Employee Benefit Plans
  Retirement savings plan:
  Health insurance plan:
    Discretionary bonuses:
  Stock compensation plan:
    F-24




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
      2007

2008Expected volatility


37.48
%


37.48
%Expected dividends


0.00
%


0.00
%Expected term (in years)


10.00



9.00Risk-free rate


4.50
%


3.77
%Vesting period (in years)


4



4         F-25




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
    WEIGHTEDWEIGHTED


AVERAGEAVERAGE


REMAINING


AGGREGATENUMBER OF


PRICE


CONTRACTUAL


INTRINSICSHARES


PER SHARE


LIFE (YEARS)


VALUEOptions outstanding at January 1, 2008


441


$
5.4623Granted


221



5.4623Exercised






Forfeited


(73
)


5.4623Options outstanding at December 31, 2008


589


$
5.4623



8.3


$
3,450Options exercisable at December 31, 2008


191


$
5.4623



8.3


$
1,119Available for grant at December 31, 2008


448Options outstanding at December 31, 2008


589


$
5.4623Granted






Exercised






Forfeited






Options outstanding at December 31, 2009


589


$
5.4623



7.3


$
5,298Options exercisable at December 31, 2009


309


$
5.4623



7.3


$
2,779Available for grant at December 31, 2009


448Options outstanding at December 31, 2009


589


$
5.4623Granted






Exercised






Forfeited






Options outstanding at December 31, 2010


589


$
5.4623



6.3


$
9,654Options exercisable at December 31, 2010


427


$
5.4623



6.3


$
6,999Available for grant at December 31, 2010


448         F-26




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
    2009


2010WEIGHTED





WEIGHTEDAVERAGE





AVERAGEGRANT DATE





GRANT DATESHARES


FAIR VALUE


SHARES


FAIR VALUENon-vested options, beginning of the year


398


$
5.4623



280


$
5.4623Granted






5.4623







5.4623Vested


(118
)


5.4623



(118
)


5.4623Forfeited






5.4623







5.4623Non-vested options, end of the year


280


$
5.4623



162


$
5.4623   Employment agreements:
    Note 12.
    Commitments and Contingencies
    Note 13.
    Restricted Assets
    Note 14.
    Interest Rate Caps
        F-27




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Dollars in
    thousands, except per share information)
    2009


2010Balance at end of prior year

$



$
1,080Purchases


800



43Fair value adjustment included as an (increase) decrease in
    interest expense


280



(843
)Balance sheet at December 31, included in other assets

$
1,080


$
280     Note 15.
    Subsequent Event
  Form S-1
    F-28




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETDECEMBER 31, 2010 AND MARCH 31, 2011
   DECEMBER 31,


MARCH 31,2010


2011(Unaudited)(Dollars in thousands, except per share information)AssetsCash

$
856


$
4,384Gross finance receivables


318,991



304,840Less unearned finance charges, insurance premiums and commissions


(71,745
)


(66,723
)Finance receivables


247,246



238,117Less allowance for loan losses


(18,000
)


(18,000
)Net finance receivables


229,246



220,117Premises and equipment, net of accumulated depreciation


3,069



3,366Deferred tax asset, net


4,376



4,726Repossessed assets at net realizable value


296



183Other assets


3,515



4,727Total assets

$
241,358


$
237,503LiabilitiesCash overdraft

$
365


$
1,404Accounts payable and accrued expenses


7,968



10,273Senior revolving credit facility


163,301



151,347Mezzanine debt to related parties


25,814



25,814Other debt


466



196Total liabilities


197,914



189,034Commitments and Contingencies:Temporary equity


12,000



12,000Stockholders equity:Common stock, par value $0.10 per share; 25,000,000 shares
    authorized; 9,336,727 issued and outstanding


934



934Additional
    paid-in-capital


27,959



28,049Retained earnings


2,551



7,48631,444



36,469Total liabilities and stockholders equity

$
241,358


$
237,503       F-29




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
   2010


2011(Unaudited)(Dollars in thousands, except per share information)Revenue:Interest and fee income





$
18,022






$
21,045Insurance income, net






2,295







2,194Other income






1,362







1,457Total revenue






21,679







24,696Expenses:Provision for loan losses






3,902







3,836General and administrative expenses:Personnel






5,946







6,540Occupancy






1,222







1,471Advertising






547







647Other






1,204







1,554Consulting and advisory fees






308







310Interest expense:Senior revolving credit facility and other debt






1,484







1,763Mezzanine debt:Third party






984







Related parties














996Total interest expense






2,468







2,759Total expenses






15,597







17,117Income before income taxes






6,082







7,579Income taxes






2,129







2,644Net income





$
3,953






$
4,935Net income per common share:Basic





$
0.42






$
0.53Diluted





$
0.41






$
0.51Weighted average common shares outstanding:Basic






9,336,727







9,336,727Diluted






9,606,178







9,648,103       F-30




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2011
   
 2010


2011(Unaudited)(Dollars in thousands, except per share information)Cash Flows From Operating ActivitiesNet income

$
3,953


$
4,935Adjustments to reconcile net income to cash provided by
    operating activities:Provision for loan losses


3,902



3,836Depreciation and amortization


293



305Amortization of stock compensation expense


90



90Fair value adjustment on interest rate caps


439



21Payment of in-kind interest on mezzanine debt


128



Deferred income taxes


150



(350
)Changes in operating assets and liabilities:Other assets


116



(1,157
)Other liabilities


2,100



2,305Net cash provided by operating activities


11,171



9,985Cash Flows From Investing ActivitiesFinance receivables repaid


10,497



5,293Purchase of furniture and equipment


(194
)


(565
)Net cash provided by investing activities


10,303



4,728Cash Flows From Financing ActivitiesIncrease in cash overdraft


744



1,039Net payments on senior revolving credit facility


(24,591
)


(11,954
)Issuance (payments) on subordinated debt and other notes, net


117



(270
)Net cash used in financing activities


(23,730
)


(11,185
)Net change in cash


(2,256
)


3,528CashBeginning


3,018



856Ending

$
762


$
4,384Cash payments for interestPaid to third parties

$
1,676


$
1,731Paid to related parties

$



$
957Cash payments for income taxes

$
160


$
1,949Issuance of mezzanine debt in lieu of cash interest payments

$
128


$
  
      F-31




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
  
  Note 1.
    Basis of Presentation
 
 
  Basis of presentation:
 
 
   
  Note 2.
    Nature of Business and Significant Accounting Policies
  Nature of business:
  Principles of consolidation:
      Use of estimates:
   
  Business segments:
 
    F-32




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
      Cash and statement of cash flows:
  Finance receivables:
  Loan losses:
      F-33




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
 
   
 n
    Most recent twelve months of historical losses are used to
    estimate the allowance for large installment loans (loans in
    excess of $2,500), automobile purchase loans, and all furniture
    and appliance purchase loansn
    Most recent eight months of historical losses are used to
    estimate the allowance for small installment loans, including
    live checks (loans of $2,500 or less) 
  n
    An unallocated allowance amount 
   
  Impaired loans:
 
      
 MARCH 31, 2011NON-


CUSTOMERS


TOTAL 180+BANKRUPT


IN


PAST DUECUSTOMERS


BANKRUPTCY


ACCOUNTSAccounts at least 180 days but less than one year contractually
    delinquent

$
937


$
187


$
1,124Accounts at least one year but less than two years contractually
    delinquent


39



22



61Accounts at least two years contractually delinquent


1



5



6Total

$
977


$
214


$
1,191  
    F-34




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
  Delinquency:
  Repossessed assets:
  Premises and equipment:
  Income recognition:
        Loan origination fees and costs:
  Insurance operations:
      F-35




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
        Reinsurance balances and transactions:
  Interest rate caps:
  Income taxes:
      F-36




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
        Earnings per share:
  Government regulation:
    Subsequent events:
  Disclosure about fair value of financial
    instruments:
  Finance receivables:
  Interest rate caps:
  Debt:
    F-37




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
    DECEMBER 31, 2010


MARCH 31, 2011CARRYING AMOUNT


FAIR VALUE


CARRYING AMOUNT


FAIR VALUE(Unaudited)Cash

$
856


$
856


$
4,384


$
4,384Restricted cash


888



888



888



888Net finance receivables


229,246



229,246



220,117



220,117Interest rate caps


280



280



259



259Debt:Senior revolving credit facility


163,301



163,301



151,347



151,347Mezzanine


25,814



26,697



25,814



26,647Other


466



466



196



196   ASC 820-10. 820-10 ASC 820-10
        ASC 820-10.
    INTEREST RATE CAPS (INCLUDED IN OTHER ASSETS)QUOTEDPRICES INACTIVE

SIGNIFICANTMARKETS FOR

OTHER

SIGNIFICANTIDENTICAL

OBSERVABLE

UNOBSERVABLEASSETS

INPUTS

INPUTSTOTAL

(LEVEL 1)

(LEVEL 2)

(LEVEL 3)December 31, 2010

$
280


$



$
280


$
March 31, 2011(unaudited)


259







259



     F-38




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
  ASC 820-10
    REPOSSESSED ASSETSQUOTEDPRICES INACTIVEMARKETS

SIGNIFICANTFOR

OTHER

SIGNIFICANTIDENTICAL

OBSERVABLE

UNOBSERVABLEASSETS

INPUTS

INPUTS

TOTALTOTAL

(LEVEL 1)

(LEVEL 2)

(LEVEL 3)

LOSSESDecember 31, 2010

$
296


$



$



$
296


$
218March 31, 2011(unaudited)


183











183



218   Accounting pronouncements issued and adopted: 2010-20, Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses 2010-20
  Accounting pronouncements issued, not yet
    adopted: 2010-26, Accounting for Costs Associated with Acquiring or Renewing
    Insurance Contracts 2010-26 2010-26
  2011-02, Receivables (Topic 310): A Creditors Determination of
    Whether a Restructuring Is a Troubled Debt Restructuring.
    F-39




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
   
  Fair Value
    Measurement
 
  Note 3.
    Finance Receivables, Credit Quality Information, and Allowance
    for Loan Losses
    DECEMBER 31, 2010


MARCH 31, 2011(Unaudited)Small installment loans

$
117,599


$
99,623Large installment loans


33,653



32,669Automobile purchase loans


93,232



102,164Furniture and appliance purchase loans


2,762



3,661Finance receivables

$
247,246


$
238,117     
 THREE MONTHS ENDEDMARCH 31,2010


2011(Unaudited)Balance at beginning of period

$
18,441


$
18,000Provision for loan losses


3,902



3,836Finance receivables charged off


(4,486
)


(4,004
)Recoveries


118



168Balance at end of period

$
17,975


$
18,000  
    F-40




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
 
   
  
 ALLOWANCE ASPERCENTAGELOAN


OF LOANBALANCE











BALANCE


BALANCE


BALANCEJANUARY 1,





CHARGE-





DECEMBER 31,


DECEMBER 31,


DECEMBER 31,2010


PROVISION


OFFS


RECOVERIES


2010


2010


2010Small installment loans

$
8,022


$
10,642


$
(10,068
)

$
295


$
8,891


$
117,599



7.6
%Large installment loans


2,700



2,685



(2,588
)


61



2,858



33,653



8.5
%Automobile purchase loans


7,517



2,457



(4,738
)


103



5,339



93,232



5.7
%Furniture and appliance purchase loans


7



208



(75
)


1



141



2,762



5.1
%Unallocated


195



576











771Total

$
18,441


$
16,568


$
(17,469
)

$
460


$
18,000


$
247,246



7.3
%  
  
 ALLOWANCE ASPERCENTAGEFINANCE


OF FINANCEBALANCE











BALANCE


RECEIVABLES


RECEIVABLESJANUARY 1,





CHARGE-





MARCH 31,


MARCH 31,


MARCH 31,2011


PROVISION


OFFS


RECOVERIES


2011


2011


2011Small installment loans

$
8,891


$
324


$
(2,465
)

$
123


$
6,873


$
99,623



6.9
%Large installment loans


2,858



69



(579
)


19



2,367



32,669



7.2
%Automobile purchase loans


5,339



377



(925
)


26



4,817



102,164



4.7
%Furniture and appliance purchase loans


141



60



(35
)


0



166



3,661



4.5
%Unallocated


771



3,006











3,777







Total

$
18,000


$
3,836


$
(4,004
)

$
168


$
18,000


$
238,117



7.6
%  
    F-41




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
  
 
    
 FINANCE


FINANCERECEIVABLES IN


RECEIVABLES INBANKRUPTCY


BANKRUPTCYAS OF DECEMBER 31,


AS OF MARCH 31,2010


2011(Unaudited)Small installment loans

$
353


$
341Large installment loans


559



544Automobile purchase loans


1,715



1,760Furniture and appliance purchase loans


35



29Total

$
2,662


$
2,674  
    DECEMBER 31, 2010FURNITUREANDSMALL


LARGE





APPLIANCEINSTALLMENT


INSTALLMENT


AUTOMOBILE


PURCHASELOANS


LOANS


PURCHASE LOANS


LOANS


TOTAL$


%


$


%


$


%


$


%


$


%Current accounts

$
90,455



76.9
%

$
22,969



68.3
%

$
67,751



72.7
%

$
2,299



83.2
%

$
183,474



74.2
%1-29 days


18,387



15.7
%


7,424



22.0
%


20,363



21.8
%


342



12.4
%


46,516



18.8
%Delinquency:30 to 59 days


3,269



2.8
%


1,486



4.4
%


2,816



3.0
%


40



1.5
%


7,611



3.1
%60 to 89 days


1,986



1.6
%


762



2.3
%


1,113



1.2
%


31



1.1
%


3,892



1.6
%Over 90 days


3,502



3.0
%


1,012



3.0
%


1,189



1.3
%


50



1.8
%


5,753



2.3
%Total delinquency


8,757



7.4
%


3,260



9.7
%


5,118



5.5
%


121



4.4
%


17,256



7.0
%Finance receivables

$
117,599



100.0
%

$
33,653



100.0
%

$
93,232



100.0
%

$
2,762



100.0
%

$
247,246



100.0
%Finance receivables in nonaccrual status

$
3,502



3.0
%

$
1,012



3.0
%

$
1,189



1.3
%

$
50



1.8
%

$
5,753



2.3
%      F-42




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
  MARCH 31, 2011FURNITURE ANDSMALL


LARGE





APPLIANCEINSTALLMENT


INSTALLMENT


AUTOMOBILE


PURCHASELOANS


LOANS


PURCHASE LOANS


LOANS


TOTAL$


%


$


%


$


%


$


%


$


%(Unaudited)Current accounts

$
76,899



77.2
%

$
23,869



73.1
%

$
81,317



79.6
%

$
3,186



87.0
%

$
185,271



77.8
%1-29 days


15,314



15.4
%


6,329



19.3
%


17,269



16.9
%


374



10.2
%


39,286



16.5
%Delinquency:30 to 59 days


2,421



2.4
%


985



3.0
%


1,854



1.8
%


26



0.7
%


5,286



2.2
%60 to 89 days


1,651



1.6
%


488



1.5
%


648



0.6
%


29



0.8
%


2,816



1.2
%Over 90 days


3,338



3.4
%


998



3.1
%


1,076



1.1
%


46



1.3
%


5,458



2.3
%Total delinquency

$
7,410



7.4
%

$
2,471



7.6
%

$
3,578



3.5
%

$
101



2.8
%

$
13,560



5.7
%Finance receivables

$
99,623



100.0
%

$
32,669



100.0
%

$
102,164



100.0
%


3,661



100.0
%

$
238,117



100.0
%Finance receivables in nonaccrual status

$
3,338



3.4
%

$
998



3.1
%

$
1,076



1.1
%

$
46



1.3
%

$
5,459



2.3
%     DECEMBER 31, 2010


MARCH 31, 2011(Unaudited)Finance receivables evaluated individually for impairmentAccounts 180 days or more past due

$
1,111


$
1,192Finance receivables evaluated collectively


246,135



236,925Finance receivables outstanding

$
247,246


$
238,117     Note 5.
    Debt
 
   
    F-43




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
   Note 6.
    Temporary Equity
    Note 7.
    Income Taxes
    Note 8.
    Stock Based Compensation
    Note 9.
    Earnings Per Share
    
 2010NET INCOME


SHARES


PER SHARE(Unaudited)Basic earnings per shareIncome available to common stockholders

$
3,953



9,336,727


$
0.42Effect of dilutive securitiesOptions to purchase common stock






269,451Diluted earnings per shareIncome available to common stockholders plus assumed exercise of
    options to purchase common stock

$
3,953



9,606,178


$
0.41  
  
 2011NET INCOME


SHARES


PER SHARE(Unaudited)Basic earnings per shareIncome available to common stockholders

$
4,935



9,336,727


$
.53Effect of dilutive securitiesOptions to purchase common stock






311,376Diluted earnings per shareIncome available to common stockholders plus assumed exercise of
    options to purchase common stock

$
4,935



9,648,103


$
.51  
    F-44




---



##### Table of Contents



REGIONAL
    MANAGEMENT CORP. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    THREE MONTHS ENDED MARCH 31, 2010 AND 2011
    (Dollars in thousands, except per share information)
 (Unaudited)
   Note 10.
    Related Party Transactions
    INDIVIDUALOWNERS


SPONSORS2010 (unaudited)Consulting and advisory fees expense

$
113


$
1952011 (unaudited)Interest paid on mezzanine debt


191



794Consulting and advisory fees expense


113



195   Note 11.
    Commitments and Contingencies
    Note 12.
    Restricted Assets
    Note 13.
    Subsequent Event
 
  Form S-1
 
    F-45




---



##### Table of Contents



Shares
  
 Common Stock
   PRELIMINARY
    PROSPECTUS
    Jefferies
 Stephens Inc.
  JMP Securities
 BMO Capital Markets
  ,
    2011




---



##### Table of Contents



PART II
  INFORMATION NOT
    REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses of Issuance and Distribution.
     Filing Fee  Securities and Exchange Commission

$
11,610Fee  Financial Industry Regulatory Authority,
    Inc.

$
10,500Listing Fee  New York Stock Exchange


*Fees and Expenses of Counsel


*Printing Expenses


*Fees and Expenses of Accountants


*Transfer Agent and Registrars Fees


*Miscellaneous Expenses


*Total


*   *
    
    To be provided by amendment.  Item 14.
    Indemnification of Directors and Officers.
          II-1




---



##### Table of Contents



Item 15.
    Recent Sales of Unregistered Securities.
    Item 16.
    Exhibits and Financial Statement Schedules.
   (a)
    Exhibit Index   
 1
.1

Form of Underwriting Agreement*3
.1

Form of Amended and Restated Certificate of Incorporation of the
    Registrant*3
.2

Form of Amended and Restated Bylaws of the Registrant5
.1

Opinion of Simpson Thacher & Bartlett LLP regarding
    validity of the shares of common stock registered*10
.1

Form of Amended and Restated Shareholders Agreement*10
.2

Fourth Amended and Restated Loan and Security Agreement, among
    the lenders named therein, Bank of America, N.A., as the agent,
    and the Registrant, Regional Finance Corporation of South
    Carolina, Regional Finance Corporation of Georgia, Regional
    Finance Corporation of Texas, Regional Finance Corporation of
    North Carolina, Regional Finance Corporation of Alabama,
    Regional Finance Corporation of Tennessee and R.M.C. Financial
    Services Corp., as borrowers*10
.3

Senior Subordinated Loan and Security Agreement, dated as of
    August 25, 2010, by and among the lenders named therein,
    Palladium Capital Management III, L.L.C., as the agent, and the
    Registrant, Regional Finance Corporation of South Carolina,
    Regional Finance Corporation of Georgia, Regional Finance
    Corporation of Texas, Regional Finance Corporation of North
    Carolina, Regional Finance Corporation of Alabama and Regional
    Finance Corporation of Tennessee10
.4

Regional Management Corp. 2007 Management Incentive Plan*10
.5

Form of Regional Management Corp. 2011 Stock Incentive Plan and
    Form of Nonqualified Stock Option Agreement*10
.6

Form of Regional Management Corp. Annual Incentive Plan*10
.7

Option Award Agreement with Robert D. Barry, dated as of
    October 11, 2007**10
.8

Option Award Agreement with Thomas F. Fortin, dated
    February 26, 2008**10
.9

Option Award Agreement with Robert D. Barry, effective as of
    April 23, 2008**10
.10

Option Award Agreement with C. Glynn Quattlebaum, dated as of
    October 11, 2007**10
.11

Employment Agreement, dated as of March 21, 2007, between
    C. Glynn Quattlebaum and the Registrant; First Amendment, dated
    as of July 18, 2008; Second Amendment, dated effective as
    of January 1, 2009; Third Amendment, dated as of
    April 13, 2010; and Fourth Amendment, dated as of
    May 17, 2011** 
    II-2




---



##### Table of Contents



10
.12

Employment Agreement, dated as of February 29, 2008,
    between the Registrant and Thomas F. Fortin; First Amendment to
    Employment Agreement between the Registrant and Thomas F.
    Fortin, dated as of July 18, 2008; Second Amendment, dated
    effective as of January 1, 2009; Third Amendment, dated as
    of April 13, 2010; and Fourth Amendment, dated as of
    May 17, 2011**10
.13

Letter agreement, dated as of July 1, 2008, between the
    Registrant and Robert D. Barry; the letter agreement, dated as
    of April 13, 2010; and the letter agreement, dated as of
    May 17, 2011**21
.1

Subsidiaries of the Registrant23
.1

Consent of McGladrey & Pullen, LLP23
.2

Consent of Simpson Thacher & Bartlett LLP (included as
    part of Exhibit 5.1)*23
.3

Consent of Roel C. Campos to be named as a director nominee**23
.4

Consent of Alvaro G. de Molina to be named as a director
    nominee**23
.5

Consent of Thomas F. Fortin to be named as a director nominee**23
.6

Consent of Carlos Palomares to be named as a director nominee24
.1

Power of Attorney (included on signature page to this
    Registration Statement)**  
 
 *
    
    To be filed by amendment.**
    
    Previously filed.  (b)
    Financial
    Statement Schedule   ITEM 17.
    Undertakings.
  (1)
    The undersigned registrant hereby undertakes to provide to the
    underwriter at the closing specified in the underwriting
    agreement certificates in such denominations and registered in
    such names as required by the underwriter to permit prompt
    delivery to each purchaser.(2)
    Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors,
    officers and controlling persons of the registrant pursuant to
    the foregoing provisions, or otherwise, the registrant has been
    advised that in the opinion of the Securities and Exchange
    Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the
    event that a claim for indemnification against such liabilities
    (other than the payment by the registrant of expenses incurred
    or paid by a director, officer or controlling person of the
    registrant in the successful defense of any action, suit or
    proceeding) is asserted by such director, officer or controlling
    person in connection with the securities being registered, the
    registrant will, unless in the opinion of its counsel the matter
    has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such
    indemnification by it is against public policy as expressed in
    the Act and will be governed by the final adjudication of such
    issue.(3)
    The undersigned Registrant hereby undertakes that:  (A)
    For purposes of determining any liability under the Securities
    Act of 1933, the information omitted from the form of prospectus
    filed as part of this registration statement in reliance upon
    Rule 430A and contained in a form of prospectus filed by
    the registrant pursuant to Rule 424(b) (1) or
    (4) or 497(h) under the Securities Act shall be deemed to
    be part of this registration statement as of the time it was
    declared effective.(B)
    For the purpose of determining any liability under the
    Securities Act of 1933, each post-effective amendment that
    contains a form of prospectus shall be deemed to be a new
    registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.    II-3




---



##### Table of Contents



SIGNATURES
 
  th
 
    By:
    /s/  Thomas
    F. Fortin   Title:
    Chief Executive Officer 
  th
 
  Signature

Title*David
    Perez

Chairman of the Board of Directors*Richard
    T. DellAquila

Director*Richard
    A. Godley

Director*Jared
    L. Johnson

Director*Erik
    A. Scott

Director/s/  Thomas
    F. FortinThomas
    F. Fortin

Chief Executive Officer 
    (principal executive officer)*Robert
    D. Barry

Executive Vice President and Chief Financial Officer
    (principal financial and accounting officer)   *By:
    /s/  Thomas
    F. Fortin      II-4