UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-37680

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)


Delaware						46-4714474
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification Number

4150 International Plaza,

Suite 300

Fort Worth,

76109

Address of Principal Executive Offices

Zip Code

(817)

928-1500

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.0004 par value	ELVT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Non-accelerated filer	☒☐
Accelerated filer	☐☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class						Outstanding at ~~August~~May 4, ~~2021~~2022
Common Shares, $0.0004 par value						~~33,598,775~~31,345,370

TABLE OF CONTENTS


Note About Forward-Looking Statements			4
Part I - Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of ~~June 30~~March 3 1 , ~~2021~~202 2 (unaudited) and December 31, ~~2020~~2021	6
		Unaudited Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30~~,March 31, 2022 and 2021 ~~and 2020~~	7
		~~Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three~~ ~~and six~~ ~~months ended~~ ~~June 30, 2021 and 2020~~	8
		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three ~~andsix~~ ~~months~~ ended ~~June 30~~,March 31, 2022 and 2021 ~~and 2020~~	98
		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended ~~June 30~~,March 31, 2022 and 2021 ~~and 2020~~	119
		Notes to Unaudited Condensed Consolidated Financial Statements	1311
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4239
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8073
	Item 4.	Controls and Procedures	8174
Part II - Other Information
	Item 1.	Legal Proceedings	8275
	Item 1A.	Risk Factors	8375
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8876



	Item 6.	Exhibits	8977
SIGNATURES			9078

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained throughout this Quarterly Report on Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and "Risk Factors." Forward-looking statements include information concerning our strategy, future operations, future financial position, future revenues, projected expenses, margins, prospects and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, growth rate of revenue, cost of borrowing, credit losses, marketing costs, net charge-offs, gross profit or gross margin, operating expenses, operating margins, loans outstanding, credit quality, ability to generate cash flow and ability to achieve and maintain future profitability;

•the effects of the outbreak and continuation of the novel coronavirus ("COVID-19") on demand for our products, our business, our financial condition and results of operations, ~~including as a result of the expansion of our payment flexibility program to provide temporary relief to certain customers,~~ underwriting changes we and the bank originators we support are implementing to address credit risk associated with originations during the economic crisis created by the COVID-19 pandemic, and new legislation or other governmental responses to the pandemic;

•the availability of debt financing, funding sources and disruptions in credit markets;

•our ability to meet anticipated cash operating expenses and capital expenditure requirements, including our plans with respect to assessing minimum cash and liquidity requirements and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle;

•anticipated trends, growth rates, seasonal fluctuations and challenges in our business and in the markets in which we operate;

•our ability to anticipate market needs and develop new and enhanced or differentiated products, services and mobile apps to meet those needs, and our ability to successfully monetize them;

•our expectations with respect to trends in our average portfolio effective annual percentage rate;

•our anticipated growth and growth strategies and our ability to effectively manage that growth;

•our anticipated expansion of relationships with strategic partners, including banks;

•customer demand for our product and our ability to respond to fluctuations in demand;

•our ability to attract potential customers and retain existing customers and our cost of customer acquisition;

•the ability of customers to repay loans;

•interest rates and origination fees on loans;

•the impact of competition in our industry and innovation by our competitors;

•our ability to attract and retain necessary qualified directors, officers and employees to expand our operations;

•our reliance on third-party service providers;

•our access to the automated clearing house system;

•the efficacy of our marketing efforts and relationships with marketing affiliates;

•our anticipated direct marketing costs and spending;

•the evolution of technology affecting our products, services and markets;

•continued innovation of our analytics platform, including releases of new credit models;

•our ability to prevent security breaches, disruption in service and comparable events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of the platform or adversely impact our ability to service loans;

•our ability to detect and filter fraudulent or incorrect information provided to us by our customers or by third parties;

•our ability to adequately protect our intellectual property;

•our compliance with applicable local, state, federal and foreign laws;

•our compliance with, and the effects on our business and results of operations from, current or future applicable regulatory developments and regulations, including developments or changes from the Consumer Financial Protection Bureau ("CFPB") and developments or changes in state law;

•regulatory developments or scrutiny by agencies regulating our business or the businesses of our third-party partners;

•public perception of our business and industry;

•the anticipated effect on our business of litigation or regulatory proceedings to which we or our officers are a party;

•the anticipated effect on our business of natural or man-made catastrophes;

•the increased expenses and administrative workload associated with being a public company;

•failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;

•our liquidity and working capital requirements;

•the estimates and estimate methodologies used in preparing our condensed consolidated financial ~~statements;~~statements, including our valuation of our loan portfolio under fair value accounting;

•the utility of non-GAAP financial measures;

•the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;

•our anticipated development and release of certain products and applications and changes to certain products;

•our anticipated investing activity;

•trends anticipated to continue as our portfolio of loans matures; and

•any future repurchases under our share repurchase program, including the timing and amount of repurchases thereunder.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail ~~in "Risk Factors" and~~ elsewhere in this Quarterly Report on Form 10-Q, and in "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


Elevate Credit, Inc. and Subsidiaries

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands except share amounts)	(Dollars in thousands except share amounts)	June 30, 2021		December 31, 2020		(Dollars in thousands except share amounts)	March 31, 2022		December 31, 2021
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents*	Cash and cash equivalents*	$	105,782	$	197,983	Cash and cash equivalents*	$	105,815	$	84,978
Restricted cash*	Restricted cash*	3,862		3,135		Restricted cash*	4,542		5,874
Loans receivable, net of allowance for loan losses of $40,314 and $48,399, respectively*		378,142		374,832
Loans receivable at fair value*						Loans receivable at fair value*	584,154		—
Loans receivable, net of allowance for loan losses of $71,204*						Loans receivable, net of allowance for loan losses of $71,204*	—		511,157
Prepaid expenses and other assets*	Prepaid expenses and other assets*	13,114		10,060		Prepaid expenses and other assets*	11,848		12,745
Operating lease right of use assets	Operating lease right of use assets	6,819		8,320		Operating lease right of use assets	5,183		5,718
Receivable from CSO lenders		14		1,255

Receivable from payment processors*	Receivable from payment processors*	5,485		6,147		Receivable from payment processors*	11,122		15,870
Deferred tax assets, net	Deferred tax assets, net	22,332		25,958		Deferred tax assets, net	8,719		34,229
Investment in unconsolidated affiliate						Investment in unconsolidated affiliate	5,489		—
Property and equipment, net	Property and equipment, net	32,175		34,000		Property and equipment, net	35,621		33,104
Goodwill, net	Goodwill, net	6,776		6,776		Goodwill, net	6,776		6,776
Intangible assets, net	Intangible assets, net	231		1,133		Intangible assets, net	231		231

Total assets	Total assets	$	574,732	$	669,599	Total assets	$	779,500	$	710,682

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities (See Note 13)*		$	52,784	$	52,252
Accounts payable and accrued liabilities (See Note 12)*						Accounts payable and accrued liabilities (See Note 12)*	$	73,597	$	82,513
Operating lease liabilities	Operating lease liabilities	10,617		11,952		Operating lease liabilities	8,414		9,171

Other taxes payable						Other taxes payable	305		304
Deferred revenue*	Deferred revenue*	2,465		3,134		Deferred revenue*	2,933		4,446
Notes payable, net (See Note 5)*	Notes payable, net (See Note 5)*	351,214		438,403		Notes payable, net (See Note 5)*	503,248		505,277

Total liabilities	Total liabilities	417,080		505,741		Total liabilities	588,497		601,711
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 11)	COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 11)	0		0		COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 11)	0		0
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; NaN issued and outstanding at June 30, 2021 and December 31, 2020.		0		0
Common stock; $0.0004 par value; 300,000,000 authorized shares; 44,960,438 and 44,960,438 issued; 33,997,881 and 37,954,138 outstanding, respectively		18		18
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; none issued and outstanding at March 31, 2022 and December 31, 2021.						Preferred stock; $0.0004 par value; 24,500,000 authorized shares; none issued and outstanding at March 31, 2022 and December 31, 2021.	—		—
Common stock; $0.0004 par value; 300,000,000 authorized shares; 44,960,438 and 44,960,438 issued; 31,249,083 and 31,810,759 outstanding, respectively						Common stock; $0.0004 par value; 300,000,000 authorized shares; 44,960,438 and 44,960,438 issued; 31,249,083 and 31,810,759 outstanding, respectively	19		19

Additional paid-in capital	Additional paid-in capital	203,050		200,433		Additional paid-in capital	206,804		205,860
Treasury stock; at cost; 10,962,557 and 7,006,300 shares of common stock, respectively		(33,632)		(16,492)
Accumulated deficit		(11,784)		(20,101)
Treasury stock; at cost; 13,711,355 and 13,149,679 shares of common stock, respectively						Treasury stock; at cost; 13,711,355 and 13,149,679 shares of common stock, respectively	(44,594)		(41,746)
Retained earnings (Accumulated deficit)						Retained earnings (Accumulated deficit)	28,774		(55,162)

Total stockholders’ equity	Total stockholders’ equity	157,652		163,858		Total stockholders’ equity	191,003		108,971
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	574,732	$	669,599	Total liabilities and stockholders’ equity	$	779,500	$	710,682

* These balances include certain assets and liabilities of variable interest entities (“VIEs”) that can only be used to settle the liabilities of that respective VIE. All assets of the Company are pledged as security for the Company’s outstanding debt, including debt held by the VIEs. For further information regarding the assets and liabilities included in the Company's consolidated accounts, see Note 4—Variable Interest Entities.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Dollars in thousands, except share and per share amounts)	(Dollars in thousands, except share and per share amounts)	2021		2020		2021		2020		(Dollars in thousands, except share and per share amounts)	2022		2021
Revenues	Revenues	$	84,540	$	117,991	$	174,273	$	280,458	Revenues	$	124,244	$	89,733
Cost of sales:	Cost of sales:									Cost of sales:
Change in fair value of loans receivable										Change in fair value of loans receivable	84,159		—
Provision for loan losses	Provision for loan losses	27,225		41,477		48,195		120,052		Provision for loan losses	—		20,970
Direct marketing costs	Direct marketing costs	10,564		344		14,947		11,313		Direct marketing costs	6,226		4,383
Other cost of sales	Other cost of sales	2,905		1,607		4,952		4,277		Other cost of sales	2,882		2,047
Total cost of sales	Total cost of sales	40,694		43,428		68,094		135,642		Total cost of sales	93,267		27,400
Gross profit	Gross profit	43,846		74,563		106,179		144,816		Gross profit	30,977		62,333
Operating expenses:	Operating expenses:									Operating expenses:
Compensation and benefits	Compensation and benefits	18,585		16,844		37,593		40,318		Compensation and benefits	20,089		19,008
Professional services		8,659		8,471		15,738		16,397
Professional services (See Note 12)										Professional services (See Note 12)	6,959		7,079
Selling and marketing	Selling and marketing	710		904		1,243		1,858		Selling and marketing	809		533
Occupancy and equipment	Occupancy and equipment	5,289		4,843		10,245		9,479		Occupancy and equipment	5,873		4,956
Depreciation and amortization	Depreciation and amortization	4,552		4,529		9,795		8,825		Depreciation and amortization	3,761		5,243
Other	Other	811		907		1,586		1,978		Other	790		775
Total operating expenses	Total operating expenses	38,606		36,498		76,200		78,855		Total operating expenses	38,281		37,594
Operating income		5,240		38,065		29,979		65,961
Operating income (loss)										Operating income (loss)	(7,304)		24,739
Other expense:	Other expense:									Other expense:
Net interest expense (See Note 13)		(8,567)		(12,177)		(17,353)		(25,833)
Net interest expense (See Note 12)										Net interest expense (See Note 12)	(12,170)		(8,786)

Non-operating income (loss)		510		(1,422)		717		(5,685)
Equity method investment loss										Equity method investment loss	(344)		—
Non-operating income										Non-operating income	1,666		207
Total other expense	Total other expense	(8,057)		(13,599)		(16,636)		(31,518)		Total other expense	(10,848)		(8,579)
Income (loss) from continuing operations before taxes		(2,817)		24,466		13,343		34,443
Income tax expense		228		8,373		3,672		10,428
Net income (loss) from continuing operations		(3,045)		16,093		9,671		24,015
Net loss from discontinued operations		0		(7,540)		0		(20,373)
Income (loss) before taxes										Income (loss) before taxes	(18,152)		16,160
Income tax expense (benefit)										Income tax expense (benefit)	(4,229)		3,444

Net income (loss)	Net income (loss)	$	(3,045)	$	8,553	$	9,671	$	3,642	Net income (loss)	$	(13,923)	$	12,716

Basic earnings per share
Continuing operations		$	(0.09)	$	0.38	$	0.27	$	0.56
Discontinued operations		0		(0.18)		0		(0.47)

Basic earnings (loss) per share	Basic earnings (loss) per share	$	(0.09)	$	0.20	$	0.27	$	0.09	Basic earnings (loss) per share	$	(0.44)	$	0.35

Diluted earnings per share
Continuing operations		$	(0.09)	$	0.38	$	0.27	$	0.56
Discontinued operations		0		(0.18)		0		(0.47)

Diluted earnings (loss) per share	Diluted earnings (loss) per share	$	(0.09)	$	0.20	$	0.27	$	0.09	Diluted earnings (loss) per share	$	(0.44)	$	0.34

Basic weighted average shares outstanding	Basic weighted average shares outstanding	35,132,980		42,182,412		35,591,583		42,673,879		Basic weighted average shares outstanding	31,378,168		36,582,502
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	35,132,980		42,511,808		36,331,631		43,090,730		Diluted weighted average shares outstanding	31,378,168		37,579,050

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net income (loss) $ (3,045) $ 8,553 $ 9,671 $ 3,642
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $0 for both the three months ended 2021 and 2020, and $0 and $(14) for the six months ended 2021 and 2020, respectively — (58) 0 (2,061)
Reclassification of Cumulative translation adjustment to Net loss from discontinued operations 0 2,334 0 2,334
Reversal of Deferred tax asset associated with Cumulative translation adjustment 0 (1,369) 0 (1,369)
Total other comprehensive income (loss), net of tax 0 907 0 (1,096)
Total comprehensive income (loss) $ (3,045) $ 9,460 $ 9,671 $ 2,546
For the periods ended March 31, 2022 and 2021


(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Additional paid-in capital		Treasury Stock			Retained earnings / Accumulated deficit		Total
	Shares	Amount	Shares	Amount				Shares	Amount
Balances at December 31, 2020	—	—	37,954,138	18		200,433		7,006,300	(16,492)		(20,101)		$	163,858
Share-based compensation -US	—	—	—	—		1,602		—	—		—		1,602





Treasury stock acquired	—	—	(2,480,741)	—		—		2,480,741	(10,813)		—		(10,813)
Treasury stock reissued for RSUs vesting	—	—	169,091	—		(417)		(169,091)	621		(621)		(417)
Treasury stock reissued for Stock Option Exercise	—	—	12,500	—		—		(12,500)	73		(46)		27
Net income	—	—	—	—		—		—	—		12,716		12,716

Balances at March 31, 2021	—	—	35,654,988	$	18	$	201,618	9,305,450	$	(26,611)	$	(8,052)	$	166,973
































Balances at December 31, 2021	—	—	31,810,759	19		205,860		13,149,679	(41,746)		(55,162)		$	108,971
Share-based compensation -US	—	—	—	—		1,658		—	—		—		1,658
Treasury stock acquired	—	—	(972,476)	—		—		972,476	(3,661)		—		(3,661)
Treasury stock reissued for RSUs vesting	—	—	410,800	—		(714)		(410,800)	813		(744)		(645)

Cumulative effect of change in accounting, net of deferred income tax expense of $29.8 million	—	—	—	—		—		—	—		98,603		98,603
Net loss	—	—	—	—		—		—	—		(13,923)		(13,923)
Balances at March 31, 2022	—	—	31,249,083	$	19	$	206,804	13,711,355	$	(44,594)	$	28,774	$	191,003

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~CASH FLOWS (UNAUDITED)

~~For the periods ended June 30, 2021 and 2020~~

(Dollars in thousands except share amounts) Preferred Stock Common Stock Additional
paid-in
capital Treasury Stock Accumulated
deficit Accumulated
other
comprehensive
income (loss) Total
Shares Amount Shares Amount Shares Amount
Balances at December 31, 2019 0 0 43,676,826 $ 18 $ 193,061 768,910 $ (3,344) $ (34,342) $ 1,096 $ 156,489
Share-based compensation -US — — — — 2,748 — — — — 2,748
Share-based compensation -UK — — — — 27 — — — — 27
Exercise of stock options, net — — 34,185 — (51) — — — — (51)
Vesting of restricted stock units, net — — 28,913 — (314) — — — — (314)
Comprehensive loss:
Foreign currency translation adjustment net of tax of $(14) — — — — — — — — (2,003) (2,003)
Treasury stock acquired — — (928,386) — — 928,386 (4,203) — — (4,203)
Treasury stock reissued for RSUs vesting — — 188,961 — — (188,961) 830 (830) — 0
Net income from continuing operations — — — — — — — 7,922 — 7,922
Net loss from discontinued operations — — — — — — — (12,833) — (12,833)
Balances at March 31, 2020 0 0 43,000,499 $ 18 $ 195,471 1,508,335 $ (6,717) $ (40,083) $ (907) $ 147,782
Share-based compensation -US — — — — 2,599 — — — — 2,599
Share-based compensation -UK — — — — 18 — — — — 18
Vesting of restricted stock units, net — — 171,020 — (253) — — — — (253)
ESPP shares issued — — 280,584 — 353 — — — — 353
Comprehensive loss:
Foreign currency translation adjustment net of tax of $1,369 — — — — — — — — 907 907
Treasury stock acquired — — (2,041,193) — — 2,041,193 (3,827) — — (3,827)
Treasury stock reissued for RSUs vesting — — 596,257 — — (596,257) 2,589 (2,589) — 0
Net income from continuing operations — — — — — — — 16,093 — 16,093
Net loss from discontinued operations — — — — — — — (7,540) — (7,540)
Balances at June 30, 2020

0 0 42,007,167 $ 18 $ 198,188 2,953,271 $ (7,955) $ (34,119) $ 0 $ 156,132


(Dollars in thousands)	Three Months Ended March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(13,923)	$	12,716


Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,761		5,243
Change in fair value of loans receivable	84,159		—
Provision for loan losses	—		20,970
Share-based compensation	1,658		1,602
Amortization of debt issuance costs	226		182
Amortization of loan premium	1,546		946
Loss from equity method investment	344		—

Amortization of operating leases	(222)		(191)
Deferred income tax (benefit) expense, net	(4,276)		3,359


Non-operating gain	(1,666)		(207)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	398		(744)

Income taxes payable	1		—
Receivables from payment processors	4,748		884
Receivables from CSO lenders	—		1,057
Interest receivable	(16,492)		(4,334)


Deferred revenue	(1,513)		(873)
Accounts payable and accrued liabilities	(8,814)		(8,730)


Net cash provided by operating activities	49,935		31,880
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased	(205,487)		(133,899)
Principal collections and recoveries on loans receivable	192,875		156,203
Participation premium paid	(1,312)		(1,081)
Purchases of property and equipment	(6,277)		(3,383)
Investment in unconsolidated affiliate	(4,000)		—
Proceeds from sale of intangible assets	—		1,250


Net cash provided by (used in) investing activities	(24,201)		19,090

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~


~~Elevate Credit, Inc. and Subsidiaries~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

(Dollars in thousands) Six Months Ended June 30,
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,671 $ 3,642
Less: Net loss from discontinued operations, net of tax 0 20,373
Net income from continuing operations 9,671 24,015
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 9,795 8,825
Provision for loan losses 48,195 120,052
Share-based compensation 3,389 5,347
Amortization of debt issuance costs 361 343
Amortization of loan premium 1,981 2,740
Amortization of operating leases (383) (239)
Deferred income tax expense, net 3,626 10,096
Non-operating (gain) loss (717) 5,685
Changes in operating assets and liabilities:
Prepaid expenses and other assets (3,054) (3,219)
Income taxes payable 0 700
Receivables from payment processors 662 2,077
Receivables from CSO lenders 1,242 4,842
Interest receivable (9,054) (26,124)
State and other taxes payable 0 (91)
Deferred revenue (625) (6,226)
Accounts payable and accrued liabilities 1,598 (17,579)
Net cash provided by continuing operating activities 66,687 131,244
Net cash provided by discontinued operating activities 0 1,335
Net cash provided by operating activities 66,687 132,579
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased (344,351) (307,170)
Principal collections and recoveries on loans receivable 301,446 379,791
Participation premium paid (2,126) (2,036)
Purchases of property and equipment (7,563) (9,508)
Proceeds from sale of intangible assets 1,250 0
Net cash provided by (used in) continuing investing activities (51,344) 61,077
Net cash provided by discontinued investing activities 0 9,457
Net cash provided by (used in) investing activities (51,344) 70,534

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~


~~Elevate Credit, Inc. and Subsidiaries~~


		Six Months Ended June 30,					Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021		2020		(Dollars in thousands)	2022		2021
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	Proceeds from notes payable	$	25,000	$	6,500	Proceeds from notes payable	$	23,000	$	5,000
Payments of notes payable	Payments of notes payable	(112,550)		(94,000)		Payments of notes payable	(25,000)		(102,550)

Debt issuance costs paid	Debt issuance costs paid	0		(108)		Debt issuance costs paid	(255)		—

ESPP shares issued		453		354

Common stock repurchased	Common stock repurchased	(18,767)		(8,030)		Common stock repurchased	(3,329)		(10,813)
Proceeds from stock option exercises	Proceeds from stock option exercises	27		27		Proceeds from stock option exercises	—		27
Taxes paid related to net share settlement of equity awards	Taxes paid related to net share settlement of equity awards	(980)		(644)		Taxes paid related to net share settlement of equity awards	(645)		(417)
Net cash used in continuing financing activities		(106,817)		(95,901)
Net cash used in discontinued financing activities		0		(16,310)

Net cash used in financing activities	Net cash used in financing activities	(106,817)		(112,211)		Net cash used in financing activities	(6,229)		(108,753)

Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	(91,474)		90,902		Net increase (decrease) in cash, cash equivalents and restricted cash	19,505		(57,783)
Change in cash, cash equivalents and restricted cash from discontinued operations		0		5,518
Change in cash, cash equivalents and restricted cash from continuing operations		(91,474)		96,420


Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	197,983		71,215		Cash and cash equivalents, beginning of period	84,978		197,983
Restricted cash, beginning of period	Restricted cash, beginning of period	3,135		2,235		Restricted cash, beginning of period	5,874		3,135
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	201,118		73,450		Cash, cash equivalents and restricted cash, beginning of period	90,852		201,118

Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	105,782		167,735		Cash and cash equivalents, end of period	105,815		140,300
Restricted cash, end of period	Restricted cash, end of period	3,862		2,135		Restricted cash, end of period	4,542		3,035
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	109,644	$	169,870	Cash, cash equivalents and restricted cash, end of period	$	110,357	$	143,335

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Interest paid	Interest paid	$	18,075	$	25,531	Interest paid	$	11,663	$	9,603
Taxes paid	Taxes paid	$	55	$	50	Taxes paid	$	—	$	41

Non-cash activities:	Non-cash activities:					Non-cash activities:
CSO fees charged-off included in Deferred revenues and Loans receivable	CSO fees charged-off included in Deferred revenues and Loans receivable	$	37	$	630	CSO fees charged-off included in Deferred revenues and Loans receivable	$	—	$	30

CSO fees on loans paid-off prior to maturity included in Receivable from CSO lenders and Deferred revenue	CSO fees on loans paid-off prior to maturity included in Receivable from CSO lenders and Deferred revenue	$	7	$	33	CSO fees on loans paid-off prior to maturity included in Receivable from CSO lenders and Deferred revenue	$	—	$	5
Annual membership fee included in Deferred revenues and Loans receivable		$	0	$	113

Reissuances of Treasury stock	Reissuances of Treasury stock	$	1,308	$	3,419	Reissuances of Treasury stock	$	813	$	694

Impact on retained earnings of adoption of ASU 2016-13						Impact on retained earnings of adoption of ASU 2016-13	$	98,603	$	—

Impact of deferred tax asset included in Other comprehensive income		$	0	$	1,354

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1210


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Business Operations

Elevate Credit, Inc. (the “Company”) is a Delaware corporation. The Company provides technology-driven, progressive online credit solutions to non-prime consumers. The Company uses advanced technology and proprietary risk analytics to provide more convenient and more responsible financial options to its customers, who are not well-served by either banks or legacy non-prime lenders. The Company currently offers unsecured online installment loans, lines of credit and credit cards in the United States (the “US”). The Company’s products, Rise, Elastic and Today Card, reflect its mission of “Good Today, Better Tomorrow” and provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. In the United Kingdom ("UK"), the Company previously offered unsecured installment loans via the internet through its wholly owned subsidiary, Elevate Credit International Limited, (“ECIL”) under the brand name of Sunny. On June 29, 2020, ECIL entered into administration in accordance with the provisions of the UK Insolvency Act 1986 and pursuant to a resolution of the board of directors of ECIL. The onset of Coronavirus Disease 2019 ("COVID-19") coupled with the lack of clarity within the UK regulatory environment led to the decision to place ECIL into administration. The management, business, affairs and property of ECIL have been placed into the direct control of the appointed administrators, KPMG LLP. Accordingly, the Company deconsolidated ECIL as of June 29, 2020 and presents ECIL's results as discontinued operations for all periods presented. See Note 12—Discontinued Operations for more information regarding the presentation of ECIL.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of ~~June 30, 2021~~March 31, 2022 and for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ include the accounts of the Company, its wholly owned subsidiaries and variable interest entities ("VIEs") where the Company is the primary beneficiary. All significant intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the US (“US GAAP”) for interim financial information and Article 10 of Regulation S-X and conform, as applicable, to general practices within the finance company industry. The principles for interim financial information do not require the inclusion of all the information and footnotes required by US GAAP for complete financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, ~~2020~~2021 in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on February ~~26, 2021.~~25, 2022. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The Company's business is seasonal in nature so the results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the full year.

~~Reclassification of Accumulated Other Comprehensive Income to Net Loss from Discontinued Operations~~

For the three and six months ended June 30, 2020, the Company reclassified a $2.3 million net loss from cumulative translation adjustments within Accumulated other comprehensive income to Net loss from discontinued operations as part of the Company's loss on disposal related to the placement of ECIL into administration. In addition, a $1.4 million deferred tax benefit was reclassified to remove the associated deferred tax asset as part of this transaction.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

Significant items subject to such estimates and assumptions include the valuation of the ~~allowance for loan losses,~~loans receivable, goodwill, long-lived and intangible assets, deferred revenues, contingencies, the income tax provision, valuation of share-based compensation, operating lease right of use assets, operating lease liabilities and the valuation allowance against deferred tax assets. The Company bases its estimates on historical experience, current data and assumptions that are believed to be reasonable. Actual results in future periods could differ from those estimates.

As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the condensed consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company's future financial statements could be affected.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Revenue Recognition

The Company recognizes consumer loan fees as revenues for each of the loan products it offers. Revenues on the Condensed Consolidated Statements of Operations include: finance charges, lines of credit fees, fees for services provided through CSO programs (“CSO fees”), and interest, as well as any other fees or charges permitted by applicable laws and pursuant to the agreement with the borrower. Other revenues also include marketing and licensing fees received from the originating lender related to the Elastic product and Rise bank-originated loans and from CSO fees related to the Rise product. Revenues related to these fees are recognized when the service is performed.

The Company accrues finance charges on installment loans on a constant yield basis over their terms. The Company accrues and defers fixed fees such as CSO fees and lines of credit fees when they are assessed and recognizes them to earnings as they are earned over the life of the loan. The Company accrues interest on credit cards based on the amount of the credit card balance outstanding and the related contractual interest rate. Credit card membership fees are amortized to revenue over the card membership period. Other credit card fees, such as late payment fees and returned payment fees, are accrued when assessed. The Company does not accrue finance charges and other fees on installment loans or lines of credit for which payment is greater than 60 days past due. Credit card interest charges are recognized based on the contractual provisions of the underlying arrangements and are not accrued when payment is past due more than 90 days. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards have a grace period of 25 days and are considered delinquent after the grace period. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. Payments are generally first applied to accrued fees and interest and then to the principal loan balance.

The spread of COVID-19 since March 2020 has created a global public health crisis that has resulted in unprecedented disruption to businesses and economies. In response to the pandemic's effects, and in accordance with federal and state guidelines, the Company expanded its payment flexibility programs for its customers, including payment deferrals. This program allows for a deferral of payments for an initial period of 30 to 60 days, and generally up to a maximum of 180 days on a cumulative basis. A customer will return to the normal payment schedule after the end of the deferral period with the extension of the maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. In the third quarter of 2021, the Company no longer offered specific COVID-19 payment assistance programs, but continues to offer other payment flexibility programs if certain qualifications are met. The finance charges will continue to accrue at a lower effective interest rate over the expected term of the loan as adjusted for the deferral period provided (not to exceed an amount greater than the amount at which the borrower could settle the loan) or placed on non-accrual status.

The Company’s business is affected by seasonality, which can cause significant changes in portfolio size and profit margins from quarter to quarter. Although this seasonality does not impact the Company’s policies for revenue recognition, it does generally impact the Company’s results of operations by potentially causing an increase in its profit margins in the first quarter of the year and decreased margins in the second through fourth quarters.

Installment Loans, Lines of Credit and Credit Cards

~~Installment~~Effective January 1, 2022, the Company utilizes the fair value option on its entire loans ~~lines of credit and credit cards,~~receivable portfolio. As such, loans receivable, including receivables for finance charges, fees and interest, are ~~unsecured and~~ reported as Loans receivable ~~net of allowance for loan losses~~at fair value on the Condensed Consolidated Balance ~~Sheets.~~Sheet at March 31, 2022. To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the loans receivable portfolio. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.

Loans receivable at fair value include installment loans, lines of credit and credit cards. Installment loans are multi-payment loans that require the pay-down of portions of the outstanding principal balance in multiple installments through the Rise brand. Line of credit accounts include customer cash advances made through the Elastic brand and the Rise brand in 2 states (which were discontinued in September 2020). Credit cards represent credit card receivable balances, uncollected billed interest and fees through the Today Card brand.

1412


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

The Company offers Rise installment products directly to customers. Elastic lines of credit, Rise bank-originated installment loans and Today credit card receivables represent participation interests acquired from third-party lenders through a wholly owned subsidiary or by a VIE. Based on agreements with the third-party lenders, the VIEs pay a loan premium on the participation interests purchased. The loan premium is amortized over the expected life of the outstanding loan amount. See Note 4—Variable Interest Entities for more information regarding these participation interests in Rise and Elastic receivables.

The Company classifies its loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Installment loans and lines of credit are charged off when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses previously charged-off are treated as a reduction of charge-offs in the period in which the recovery is collected.

The Company considers impaired loans as accounts over 60 days past due (for installment loans and lines of credit) or 120 days past due (for credit cards), or loans which become uncollectible based on information that the Company becomes aware of (e.g., receipt of customer bankruptcy notice). The impaired loans are charged-off at the time that they are deemed to be uncollectible.

A modification of finance receivable terms is considered a troubled debt restructuring ("TDR") if the borrower is experiencing financial difficulty and the Company grants a concession it would not otherwise have considered to a borrower. The Company typically considers TDRs to include all installment and line of credit loans that were modified by granting principal and interest forgiveness or by extension of the maturity date for more than 60 days as a part of a loss mitigation strategy.

On March 22, 2020, federal and state banking regulators issued a joint statement on working with customers affected by COVID-19 (the "Interagency Statement"). The Interagency Statement includes guidance on accounting for loan modifications. In accordance with the Interagency Statement, the Company, and the bank originators the Company supports, have elected to not recognize modified loans as TDRs if the borrower was both: 1) not more than 30 days past due as of March 1, 2020 (or at the requested modification date if originated on or after March 1, 2020); and 2) the modification stems from the effects of the COVID-19 outbreak. The modifications offered by the Company to borrowers that meet both qualifications may include short-term payment deferrals less than six months, interest or fee waivers, extensions of payment terms or delays in payment that are insignificant. If the borrower was not current at March 1, 2020, the Company offers similar modifications that are considered TDRs. This election is applicable from March 1, 2020 until the earlier of 60 days following the date the COVID-19 national emergency comes to an end or January 1, 2022. Effective July 1, 2021, the Company no longer offers specific COVID-19 payment assistance programs and no longer applies the TDR relief provision provided by the Interagency Statement. The Company, along with the bank originators it supports, continues to offer other payment flexibility programs if certain qualifications are met and will apply the TDR guidelines previously established.

Allowance for Loan Losses

Prior to January 1, 2022, the Company maintained an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. The Company primarily utilized historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but also considered recent collection and delinquency trends, as well as macro economic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of the Company’s customers, the estimate of the allowance for loan losses was subject to change in the near-term and could significantly impact the consolidated financial statements. If a loan was deemed to be uncollectible before it is fully reserved, it was charged-off at that time. For loans classified as TDRs, impairment was typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate.

Operating Segments

The Company determines operating segments based on how its chief operating decision-maker manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. The Company's chief operating decision-maker is its Chief Executive Officer, who reviews the Company's operating results monthly on a consolidated basis.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

The Company has 1 reportable segment, which provides online financial services for non-prime consumers. The Company has aggregated all components of its business into a single reportable segment based on the similarities of the economic characteristics, the nature of the products and services, the distribution methods, the type of customers and the nature of the regulatory environments. ~~With the disposal of ECIL, all~~All of the Company's assets and revenue are in 1 geographic location, therefore, segment reporting based on geography ~~has been discontinued.~~does not apply.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. The following table summarizes the components of net property and equipment. In January 2021 and September 2021, certain assets were determined to be impaired in relation to ~~a sublease~~subleases of facility space.


(Dollars in thousands)	(Dollars in thousands)	June 30, 2021		December 31, 2020		(Dollars in thousands)	March 31, 2022		December 31, 2021
Property and equipment, gross	Property and equipment, gross	$	123,663	$	116,748	Property and equipment, gross	$	139,387	$	133,109
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(91,488)		(82,748)		Accumulated depreciation and amortization	(103,766)		(100,005)
Property and equipment, net	Property and equipment, net	$	32,175	$	34,000	Property and equipment, net	$	35,621	$	33,104

Cloud Computing Arrangements

In accordance with ASC Subtopic 350-40: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, the Company has established a control structure to identify cloud computing arrangements ("CCA") for appropriate accounting treatment similar to its procedures for right of use assets. Implementation costs for CCAs that are hosted by third-party vendors are capitalized when incurred during the application development phase. Capitalized amounts related to such arrangements are included in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Amortization is computed using the straight-line method over the estimated useful life of 3 years. For the three months ended March 31, 2022 and 2021, the Company recognized $217.1 thousand and $30.3 thousand in amortization expense, respectively, within Occupancy and equipment within the Condensed Consolidated Statements of Operations.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~


(Dollars in thousands)	March 31, 2022		December 31, 2021
CCA implementation costs	$	4,247	$	3,557
Less: accumulated amortization	(789)		(572)
Net book value	$	3,458	$	2,985

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with Accounting Standards Codification ("ASC") 350-20-35, Goodwill— Subsequent Measurement, the Company performs a quantitative approach method impairment review of goodwill and intangible assets with an indefinite life annually at October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. As a result of the recent global economic impact and uncertainty due to COVID-19, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing on the goodwill balances of its reporting units. The Company performed a detailed qualitative and quantitative assessment of each reporting unit and concluded that the goodwill associated with the previously consolidated UK reporting unit was impaired as the fair value of the UK reporting unit was less than its carrying amount. The impairment loss of $9.3 million was included in Loss from discontinued operations due to the deconsolidation of ECIL. While there was a decline in the fair value of the Elastic reporting unit at March 31, 2020, there was 0 impairment identified during the quantitative assessment. The Company completed its annual test as of October 1, ~~2020~~2021 and determined that there was 0no evidence of impairment of goodwill or indefinite lived intangible assets. The Company has $6.8 million of goodwill (all related to the Elastic reporting unit) remaining on the Condensed Consolidated Balance Sheets as of ~~June 30, 2021.~~March 31, 2022.

~~Prior to the adoption of ASU No. 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~ ("ASU 2017-04"), the Company’s impairment evaluation of goodwill was already based on comparing the fair value of the Company’s reporting units to their carrying value. The adoption of ASU 2017-04 as of January 1, 2020 had no impact on the Company's evaluation procedures. The fair value of the reporting ~~units~~unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting units, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting units. The income approach uses the Company’s projections of financial performance for a six- to nine-year period and includes assumptions about future revenues growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the reporting units’ operating performance. The multiples are derived from other publicly traded companies that are similar but not identical to the Company from an operational and economic standpoint.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right of use (“ROU”) assets and Operating lease liabilities on its Condensed Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset may also include initial direct costs incurred and excludes any lease payments made and lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The lease and non-lease components are accounted for as a single lease component.

In accordance with ASC 360-10-35, Property, Plant & Equipment— Subsequent Measurement, the Company evaluates its ROU assets along with its Property and equipment, net for impairment annually and between annual tests as needed based on changes in circumstances or other triggering events. During the first quarter of 2021, the Company entered into a sublease for facility space, triggering an impairment assessment. The Company determined the asset group with the subleased ROU asset and related LHI was impaired. ~~A total~~Total impairment ~~loss~~losses for the asset group of $742 thousand isfor the three months ended March 31, 2021, respectively, are included in Non-operating income (loss) in the Condensed Consolidated Statements of Operations.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events from non-owner sources. As the Company's comprehensive income (loss) is the same as net income (loss) for all periods presented, a separate statement of comprehensive income (loss) is not included in the condensed consolidated financial statements.

Equity Method Investment


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For~~In January 2022, the ~~three~~Company collaborated with Central Pacific Bank ("CPB") to invest in the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Company contributed intellectual property as well as cash for its non-controlling interest, and ~~six months ended June 30,~~records its interest in Swell under the equity method of accounting. As of March 31, 2022 and December 31, 2021, the carrying value of the Company's investment in Swell was $5.5 million and ~~2020~~

$0 million, respectively, within Investment in unconsolidated affiliate in the Condensed Consolidated Balance Sheets. A loss of $0.3 million is included in Equity method investment loss in the Condensed Consolidated Statements of Operations.

Treasury Stock

The Company evaluates each stock repurchase transaction in the period in which it is completed. If the repurchase transaction is significantly in excess of the current market price at purchase, the Company will identify whether the price paid included payment for other agreements, rights, and privileges. Repurchase transactions that do not contain these elements or are not significantly in excess of the current market price at purchase are accounted for using the cost method. The Company anticipates using its treasury stock to fulfill certain employee stock compensation grants and settlements. The Company has elected to use a first in, first out ("FIFO") method for assigning share cost at reissuance. Any gain or loss in the stock value will be credited or charged to paid in capital upon subsequent reissuance of the shares, with losses in excess of previously recognized gains charged to retained earnings. The Company is not obligated to purchase or reissue any shares at any time in accordance with its previously disclosed share repurchase plan.

Recently Adopted Accounting Standards

~~In August 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-15,~~ ~~Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~ ("ASU 2018-15"). The purpose of ASU 2018-15 is to provide additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company elected to adopt this ASU prospectively as of January 1, 2020 and has implemented a control structure to identify cloud computing arrangements for appropriate accounting treatment similar to its procedures for right of use assets. At June 30, 2021and December 31, 2020, the Company has net capitalized implementation costs associated with cloud computing arrangements of $2.6 million and $1.0 million, respectively, included in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. For the three and six months ended June 30, 2021, the Company recognized $117.2 thousand and $149.9 thousand in amortization expense, respectively, within Occupancy and equipment in the Condensed Consolidated Statements of Operations. Amortization expense recognized in 2020 was immaterial. At adoption, ASU 2018-15 did not have a material impact on the Company's condensed consolidated financial statements.

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~ ~~("ASU 2018-13"). The purpose of ASU 2018-13 is to modify the disclosure requirements on fair value measurements in Topic 820,~~ ~~Fair Value Measurement~~. This guidance is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and requires both a prospective and retrospective approach to adoption based on amendment specifications. Early adoption of any removed or modified disclosures is permitted. Additional disclosures may be delayed until their effective date. The adoption of ASU 2018-13 at January 1, 2020 did not have a material impact on the Company's condensed consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~ ("ASU 2017-04"). The purpose of ASU 2017-04 is to simplify the subsequent measurement of goodwill. The amendments modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This guidance is effective for public companies for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company has adopted all of the amendments of ASU 2017-04 as of January 2020 with no impact to the Company's condensed consolidated financial statements. The Company used the simplified subsequent measurement requirements per ASU 2017-04 in its impairment analysis.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in response to COVID-19. Among other things, the CARES Act provides income tax relief inclusive of permitting NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company has reviewed the tax relief provisions of the CARES Act regarding its eligibility and determined that the impact is likely to be insignificant with regard to its effective tax rate. Certain portions of the CARES Act were amended by the Consolidated Appropriations Act ("CAA") on December 27, 2020. The Company continues to monitor and evaluate its eligibility for the amended CARES Act tax relief provisions to identify any that may become applicable in the future.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

On March 11, 2021, the American Rescue Plan Act ("ARP Act") was signed into law. The Company reviewed the tax relief provisions of the ARP Act, including the Company's eligibility for such provisions, and determined that the impact is likely to be insignificant with regard to the Company's effective tax rate. The Company continues to monitor and evaluate its eligibility under the ARP Act tax relief provisions to identify any portions that may become applicable in the future.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The purpose of ASU 2019-12 is to reduce complexity in the accounting standards for income taxes by removing certain exceptions as well as clarifying certain allocations. This update also addresses the split recognition of franchise taxes that are partially based on income between income-based tax and non-income-based tax. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2019-12 at January 1, 2021 did not have a material impact ~~on the Company's condensed consolidated financial statements.~~

~~Accounting Standards to be Adopted in Future Periods~~

~~In March 2020, the FASB issued ASU No. 2020-03,~~ ~~Codification Improvements to Financial Instruments~~ ("ASU 2020-03"). The purpose of ASU 2020-03 is to clarify, correct errors in or make minor improvements to the codification. Among other revisions, the amendments clarify that an entity should record an allowance for credit losses when an entity regains control of financial assets sold in accordance with Topic 326. ASU 2020-03 also clarifies disclosure requirements for debt securities under Topic 942 and affirms that all entities are required to provide the fair value option disclosures within paragraphs 825-10-50-24 through 50-32 of the codification. The amendments in this update are effective on the latter of the issuance of ASU 2020-03 or the effective date of their related topic. The Company does not anticipate the adoption of ASU 2020-03 to have a material impact on the Company's condensed consolidated financial statements.

~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~ ("ASU 2020-04"). The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. The Company is assessing the potential impact of electing all or portions of ASU 2020-04 on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-04"). This amendment clarifies the guidance in ASU 2016-13. The guidance in ASU 2016-13 was further clarified by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-11") issued in November 2019. ASU 2019-11 provides transition relief such as permitting entities an accounting policy election regarding existing TDRs, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"). The purpose of this amendment is to provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, on an instrument-by-instrument basis. Election of this option is intended to increase comparability of financial statement information and reduce costs for certain entities to comply with ASU 2016-13.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ In March 2020, the FASB issued ASU No. 2020-03, —Codification Improvements to Financial Instruments ~~(Continued)~~

~~For~~("ASU 2020-03"). The purpose of ASU 2020-03 is to clarify, correct errors in or make minor improvements to the ~~three~~codification. Among other revisions, the amendments clarify that an entity should record an allowance for credit losses when an entity regains control of financial assets sold in accordance with Topic 326. ASU 2020-03 also clarifies disclosure requirements for debt securities under Topic 942 and ~~six months ended June 30, 2021 and 2020~~

affirms that all entities are required to provide the fair value option disclosures within paragraphs 825-10-50-24 through 50-32 of the codification. The amendments in this update are effective on the latter of the issuance of ASU 2020-03 or the effective date of their related topic.

For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ("ASU 2019-10"). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies ("SRCs"), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until ~~the earlier of~~ fiscal periods beginning after December 15, 2022. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments - Credit Losses (Topic 326), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-12 ("ASU 2020-02"). ASU 2020-02 updates the SEC staff guidance related to ASU 2016-13 and all contingent amendments. Under the current SEC definitions, the Company ~~meets~~met the definition of an SRC as of the ASU 2019-10 issuance date and chose to defer the adoption of ASU 2016-13 and its related amendments.

The Company adopted ASU 2016-13 and all related amendments effective January 1, 2022 and elected the fair value option provided by the transition relief of ASU 2019-05 on all loans receivable. The Company believes that electing the fair value method of accounting for the loans receivable aligns more closely with its portfolio decision making and better reflects the value of the loans receivable portfolio. In accordance with the transition guidance, the Company released the allowance for estimated losses on loans receivable at that date and measured the loans receivable at fair value. These adjustments are recognized collectively, through a cumulative-effect adjustment to opening retained earnings of $98.6 million. As a result of the adoption of ASU 2016-13, the Company’s loans receivable are carried at fair value with changes in fair value recognized directly in earnings after the effective date of adoption.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Accounting Standards to be Adopted in Future Periods

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The purpose of ASU 2020-04 is ~~adopting~~to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the ~~deferral period~~potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. The Company is assessing the potential impact of electing all or portions of ASU 2020-04 on the Company's condensed consolidated financial statements and does not expect ASU 2020-04 to have a material impact to the financial statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). The primary purpose of ASU 2022-02, among other things, is to eliminate the accounting guidance for TDRs, to enhance the disclosure requirements for certain loan refinancings and restructurings for borrowers experiencing financial difficulty, and to require disclosure of current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments - Credit Losses (Topic 326): Measured at Amortized Cost. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, as well as separate early adoption, is permitted if an entity has adopted ASU 2016-13. The Company is assessing the potential impact of adoption on the Company's condensed consolidated financial statements and does not expect ASU 2022-02 to have a material impact to the financial statements due to the fair value option election related to ASU 2016-13 .

NOTE 2 - EARNINGS PER SHARE

Basic earnings (loss) per share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding ("WASO") during each period. Also, basic EPS includes any fully vested stock and unit awards that have not yet been issued as common stock. There are no unissued fully vested stock and unit awards at ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Diluted EPS is computed by dividing net income (loss) by the WASO during each period plus any unvested stock option awards granted, vested unexercised stock options and unvested restricted stock units ("RSUs") using the treasury stock method but only to the extent that these instruments dilute earnings per share.

The computation of earnings (loss) per share was as follows for three months ended March 31, 2022 and 2021:


	Three Months Ended March 31,
(Dollars in thousands, except share and per share amounts)	2022		2021
Numerator (basic and diluted):


Net income (loss)	$	(13,923)	$	12,716






Denominator (basic):
Basic weighted average number of shares outstanding	31,378,168		36,582,502

Denominator (diluted):
Basic weighted average number of shares outstanding	31,378,168		36,582,502
Effect of potentially dilutive securities:

Employee share plans (options, RSUs and ESPP)	—		996,548
Diluted weighted average number of shares outstanding	31,378,168		37,579,050

Basic and diluted earnings (loss) per share:


Basic earnings (loss) per share	$	(0.44)	$	0.35



Diluted earnings (loss) per share	$	(0.44)	$	0.34

1917


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

~~The computation of earnings per share was as follows for three and six months ended June 30, 2021 and 2020:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands, except share and per share amounts) 2021 2020 2021 2020
Numerator (basic and diluted):
Net income (loss) from continuing operations $ (3,045) $ 16,093 $ 9,671 $ 24,015
Net loss from discontinued operations 0 (7,540) 0 (20,373)
Net income (loss) $ (3,045) $ 8,553 $ 9,671 $ 3,642

Denominator (basic):
Basic weighted average number of shares outstanding 35,132,980 42,182,412 35,591,583 42,673,879

Denominator (diluted):
Basic weighted average number of shares outstanding 35,132,980 42,182,412 35,591,583 42,673,879
Effect of potentially dilutive securities:
Employee share plans (options, RSUs and ESPP) 0 329,396 740,048 416,851
Diluted weighted average number of shares outstanding 35,132,980 42,511,808 36,331,631 43,090,730

Basic and diluted earnings (loss) per share:
Continuing operations $ (0.09) $ 0.38 $ 0.27 $ 0.56
Discontinued operations 0 (0.18) 0 (0.47)
Basic earnings (loss) per share $ (0.09) $ 0.20 $ 0.27 $ 0.09

Continuing operations $ (0.09) $ 0.38 $ 0.27 $ 0.56
Discontinued operations 0 (0.18) 0 (0.47)
Diluted earnings (loss) per share $ (0.09) $ 0.20 $ 0.27 $ 0.09

For the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company excluded the following potential common shares from its diluted earnings (loss) per share calculation because including these shares would be anti-dilutive:

•~~869,923~~822,201 and ~~2,189,205~~1,008,359 common shares issuable upon exercise of the Company's stock options; and

•~~3,226,318~~3,263,009 and ~~3,887,556~~615,439 common shares issuable upon vesting of the Company's RSUs.

For the six months ended June 30, 2021 and 2020, the Company excluded the following potential common shares from its diluted earnings (loss) per share calculation because including these shares would be anti-dilutive:

•~~874,289 and 1,517,926 common shares issuable upon exercise of the Company's stock options; and~~

•~~2,087,680 and 3,780,963 common shares issuable upon vesting of the Company's RSUs.~~


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

NOTE 3 - LOANS RECEIVABLE AND REVENUE

Revenues generated from the Company’s consumer loans for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021		2020		2021		2020		(Dollars in thousands)	2022		2021
Finance charges	Finance charges	$	50,783	$	71,565	$	103,975	$	167,730	Finance charges	$	74,288	$	53,192
Lines of credit fees	Lines of credit fees	32,880		42,271		68,360		100,844		Lines of credit fees	48,464		35,480
CSO fees	CSO fees	51		3,967		602		11,308		CSO fees	—		551
Other	Other	826		188		1,336		576		Other	1,492		510
Total revenues	Total revenues	$	84,540	$	117,991	$	174,273	$	280,458	Total revenues	$	124,244	$	89,733

The Company's portfolio consists of installment loans, lines of credit and credit card receivables, which are considered the portfolio segments for all periods presented. The Rise product is ~~primarily~~ installment loans, ~~with lines of credit offered in 2 states, which ceased lines of credit origination activity in September 2020. The~~the Elastic product is a line of credit product and the Today Card is a credit card product, ~~both~~all offered in the US.

The following reflects the credit quality of the Company’s loans receivable as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 as delinquency status has been identified as the primary credit quality indicator. The Company classifies its loans as either current or past due. A customer in good standing may request up to a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. In response to the COVID-19 pandemic, the Company, along with the banks it supports, ~~has~~had also expanded existing payment flexibility programs to provide temporary payment relief to certain customers who meet the program’s qualifications. These programs allow for a deferral of payments for an initial period of 30 to 60 days, which the Company may extend for an additional 30 days, generally for a maximum of 180 days on a cumulative basis. A customer will return to the normal payment schedule after the end of the deferral period, with the extension of the maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. ~~Customers~~Under the COVID-19 payment flexibility programs, customers that were 30 days past due or less as of March 1, 2020 or the date the customer requested the deferral are considered current. Customers more than 30 days past due as of March 1, 2020 or the date the customer requested the deferral are considered delinquent. The COVID-19-specific payment flexibility programs were no longer offered effective July 1, 2021, eliminating any new payment deferrals up to 180 days. The Company, along with the bank originators it supports, continues to offer other payment flexibility programs if certain qualifications are met. As of ~~June 30, 2021, 2.3%~~March 31, 2022, 2.4% of customers that had loan balances outstanding have been provided relief through a ~~COVID-19~~ payment deferral program for a total of ~~$9.2~~$12 million in loans with deferred payments. ~~The Company~~ ~~believes that the allowance for loan losses is adequate to absorb the losses inherent in the portfolio as of~~ ~~June 30, 2021~~.

Installment loans, lines of credit and credit cards not impacted by COVID are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. All impaired loans that were not accounted for as a TDR as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 have been charged off.

June 30, 2021
(Dollars in thousands) Rise Elastic Today Total
Current loans $ 219,608 $ 144,894 $ 19,745 $ 384,247
Past due loans 24,430 6,257 1,742 32,429
Total loans receivable 244,038 151,151 21,487 416,676
Net unamortized loan premium 326 1,454 0 1,780
Less: Allowance for loan losses (28,092) (10,372) (1,850) (40,314)
Loans receivable, net $ 216,272 $ 142,233 $ 19,637 $ 378,142

2118


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

December 31, 2020
(Dollars in thousands) Rise Elastic Today Total
Current loans $ 222,937 $ 154,950 $ 12,954 $ 390,841
Past due loans 22,383 6,926 1,564 30,873
Total loans receivable 245,320 161,876 14,518 421,714
Net unamortized loan premium 239 1,278 0 1,517
Less: Allowance for loan losses (33,288) (13,201) (1,910) (48,399)
Loans receivable, net $ 212,271 $ 149,953 $ 12,608 $ 374,832
Loans Receivable at Fair Value

~~Total~~On January 1, 2022, the Company elected the fair value option for the loans receivable ~~includes approximately $12.2 million and $19.2 million~~portfolio under the transition relief provided under ASU 2019-05 in connection with its adoption of ~~loans in a non-accrual status at June 30, 2021 and December 31, 2020, respectively.~~ASU 2016-13.


	March 31, 2022
(Dollars in thousands)	Rise		Elastic		Today		Total
Current loans	$	251,447	$	178,672	$	40,275	$	470,394
Past due loans	38,087		13,122		10,589		61,798
Total loans receivable	289,534		191,794		50,864		532,192
Net unamortized loan premium	348		1,770		—		2,118

Loans receivable, at book	$	289,882	$	193,564	$	50,864	$	534,310

Additionally, total loans receivable includes approximately ~~$19.1 million and $25.3~~$23.0 million of accrued interest and fees receivable at ~~June 30, 2021 and December~~March 31, ~~2020, respectively. The carrying value for Loans receivable, net of the allowance for loan losses approximates the fair value due to the short-term nature of the loans receivable.~~2022.


	March 31, 2022
(Dollars in thousands)	Total
Loans receivable - principal - accrual	$	503,374
Loans receivable - principal - non-accrual	7,945
Total Loans receivable - principal	511,319

Loans receivable - principal, at fair value - accrual	553,218
Loans receivable - principal, at fair value - non-accrual	7,945
Loans receivable - principal, at fair value (excluding accrued interest and fees)	$	561,163
Accrued interest and fees receivable	22,991
Loans receivable at fair value	$	584,154
Difference between Loans receivable - principal and Loans receivable - principal, at fair value	$	49,844

The changes in the ~~allowance for loan losses for~~fair value of Loans receivable at fair value during the three ~~and six~~ months ended ~~June 30, 2021 and 2020~~March 31, 2022 are as follows:

Three Months Ended June 30, 2021
(Dollars in thousands) Rise Elastic Today Total
Balance beginning of period $ 26,592 $ 10,749 $ 1,818 $ 39,159
Provision for loan losses 20,856 5,454 915 27,225
Charge-offs (21,502) (6,530) (910) (28,942)
Recoveries of prior charge-offs 2,153 699 27 2,879
Total 28,099 10,372 1,850 40,321
Accrual for CSO lender owned loans (7) 0 0 (7)
Balance end of period $ 28,092 $ 10,372 $ 1,850 $ 40,314



(Dollars in thousands)	Three Months Ended March 31, 2022
Balance beginning of period	$	639,545
Originations, including premium paid	206,697
Interest and fees, including premium amortization	122,541
Repayments	(300,470)
Charge-offs, net(1)	(76,819)
Net change in fair value(1)	(7,340)
Balance end of period	$	584,154

(1) Included in Change in fair value of loans receivable in the Condensed Consolidated Statements of Operations

Three Months Ended June 30, 2020
(Dollars in thousands) Rise Elastic Today Total
Balance beginning of period $ 51,707 $ 25,145 $ 908 $ 77,760
Provision for loan losses 27,007 13,579 891 41,477
Charge-offs (41,993) (21,906) (449) (64,348)
Recoveries of prior charge-offs 3,893 1,786 26 5,705
Total 40,614 18,604 1,376 60,594
Accrual for CSO lender owned loans (1,156) 0 0 (1,156)
Balance end of period $ 39,458 $ 18,604 $ 1,376 $ 59,438

Six Months Ended June 30, 2021
(Dollars in thousands) Rise Elastic Today Total
Balance beginning of period $ 33,968 $ 13,201 $ 1,910 $ 49,079
Provision for loan losses 36,154 10,545 1,496 48,195
Charge-offs (46,275) (14,913) (1,619) (62,807)
Recoveries of prior charge-offs 4,252 1,539 63 5,854
Total 28,099 10,372 1,850 40,321
Accrual for CSO lender owned loans (7) 0 0 (7)
Balance end of period $ 28,092 $ 10,372 $ 1,850 $ 40,314

2219


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Six Months Ended June 30, 2020
(Dollars in thousands) Rise Elastic Today Total
Balance beginning of period $ 52,099 $ 28,852 $ 1,041 $ 81,992
Provision for loan losses 81,576 37,076 1,400 120,052
Charge-offs (102,130) (51,554) (1,115) (154,799)
Recoveries of prior charge-offs 9,069 4,230 50 13,349
Total 40,614 18,604 1,376 60,594
Accrual for CSO lender owned loans (1,156) 0 0 (1,156)
Balance end of period $ 39,458 $ 18,604 $ 1,376 $ 59,438
Loans Receivable at Amortized Cost

Prior to January 1, 2022, the Company carried all loans receivable at amortized cost, including accrued interest, loan premium and allowance for loan losses.


	December 31, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Current loans	$	282,276	$	190,946	$	40,994	$	514,216
Past due loans	41,607		14,860		9,224		65,691
Total loans receivable	323,883		205,806		50,218		579,907
Net unamortized loan premium	407		2,047		—		2,454
Less: Allowance for loan losses	(48,219)		(16,698)		(6,287)		(71,204)
Loans receivable, net	$	276,071	$	191,155	$	43,931	$	511,157

Additionally, total loans receivable includes approximately $23.6 million of accrued interest and fees receivable at December 31, 2021.

Total loans receivable includes approximately $12.3 million of loans in a non-accrual status at December 31, 2021.

The changes in the allowance for loan losses during the three months ended March 31, 2021 were as follows:


	Three Months Ended March 31, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	33,968	$	13,201	$	1,910	$	49,079
Provision for loan losses	15,298		5,091		581		20,970
Charge-offs	(24,773)		(8,383)		(709)		(33,865)
Recoveries of prior charge-offs	2,099		840		36		2,975

Total	26,592		10,749		1,818		39,159
Accrual for CSO lender owned loans	(122)		—		—		(122)
Balance end of period	$	26,470	$	10,749	$	1,818	$	39,037

As of December 31, 2020, estimated losses of approximately $0.7 million for the CSO owned loans receivable guaranteed by the Company of approximately $2.2 million were initially recorded at fair value and are included in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets. At June 30, 2021, the CSO owned ~~loans receivable guaranteed by the Company~~portfolio has been liquidated and ~~the~~no guarantee obligation associated ~~estimated losses are immaterial to the Condensed Consolidated Balance Sheets.~~with this portfolio exists.

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables for borrowers experiencing financial difficulties. Modifications may include principal and/or interest forgiveness. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the borrower’s financial difficulties that would not otherwise have been considered. Management considers TDRs to include all installment and line of credit loans that were granted principal and interest forgiveness as a part of a loss mitigation strategy for Rise and Elastic, unless excluded by policy. Once a loan has been classified as a TDR, it is assessed for impairment based on the present value of expected future cash flows discounted at the loan's original effective interest rate considering all available evidence.

~~The following table summarizes the financial effects, excluding impacts related to credit loss allowance~~ As of March 31, 2022 and ~~impairment, of TDRs for the three and six months ended June 30,~~ 2021, ~~and 2020:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 2021 2020
Outstanding recorded investment before TDR $ 2,298 $ 489 $ 7,432 $ 6,917
Outstanding recorded investment after TDR 2,166 457 7,205 6,562
Total principal and interest forgiveness included in charge-offs within the Allowance for loan losses $ 132 $ 32 $ 227 $ 355

~~A loan that has been classified as a TDR remains classified as a TDR until it is liquidated through payoff or charge-off. The table below presents~~ the Company's ~~average outstanding recorded investment and interest income recognized on TDR~~TDRs are immaterial to the loans ~~for the three and six months ended June 30, 2021 and 2020:~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 2021 2020
Average outstanding recorded investment(1)
$ 20,251 $ 13,266 $ 21,890 $ 13,914
Interest income recognized $ 2,216 $ 2,522 $ 5,029 $ 6,252
1. Simple average as of June 30, 2021 and 2020, respectively.
receivable portfolio.

2320


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

~~The table below presents the Company's loans modified as TDRs as of June 30, 2021 and December 31, 2020:~~

(Dollars in thousands) 2021 2020
Current outstanding investment $ 10,994 $ 21,261
Delinquent outstanding investment 5,993 5,532
Outstanding recorded investment 16,987 26,793
Less: Impairment included in Allowance for loan losses (4,623) (7,533)
Outstanding recorded investment, net of impairment $ 12,364 $ 19,260

A TDR is considered to have defaulted upon charge-off when it is over 60 days past due or earlier if deemed uncollectible. There were loan restructurings accounted for as TDRs that subsequently defaulted of approximately $5.8 million and $3.4 million for the three months ended June 30, 2021 and 2020, respectively, and $11.8 million and $9.3 million for the six months ended June 30, 2021 and 2020, respectively. The Company had commitments to lend additional funds of approximately $5.5 million to customers with available and unfunded lines of credit as of June 30, 2021.

NOTE 4—VARIABLE INTEREST ENTITIES

The Company is involved with 4 entities that are deemed to be a VIE: Elastic SPV, Ltd., EF SPV, Ltd., EC SPV, Ltd. and 1 Credit Services Organization ("CSO") lender. The CSO portfolio wind-down was completed in the third quarter of 2021 and the Company has no further involvement in this VIE as of September 30, 2021. Under ASC 810-10-15, Variable Interest Entities, a VIE is an entity that: (1) has an insufficient amount of equity investment at risk to permit the entity to finance its activities without additional subordinated financial support by other parties; (2) the equity investors are unable to make significant decisions about the entity’s activities through voting rights or similar rights; or (3) the equity investors do not have the obligation to absorb expected losses or the right to receive residual returns of the entity. The Company is required to consolidate a VIE if it is determined to be the primary beneficiary, that is, the enterprise has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE. The Company evaluates its relationships with VIEs to determine whether it is the primary beneficiary of a VIE at the time it becomes involved with the entity and it re-evaluates that conclusion each reporting period.

Each of the below VIE entities were formed by third-party investors for the purpose of purchasing loan participations from third-party bank lenders, and as such, a separate SPV was formed for each program associated with each third-party bank lender. Each SPV obtains debt financing from specific investment funds, which vary by each program and which allows the SPV to purchase the loan participations from each third-party bank lender and has a different interest rate of return for the investment funds. The separation of the SPVs by program provides more flexibility to the third-party bank lender and third-party investors as each program can be negotiated and tailored to the objectives of each party. The Company earns the residual profits from the SPVs which are paid out in the form of Credit Default Premiums.

Elastic SPV, Ltd.

On July 1, 2015, the Company entered into several agreements with a third-party lender and Elastic SPV, Ltd. (“ESPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. ESPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the lines of credit acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, ESPV has the right, but not the obligation, to purchase a 90% interest in each Elastic line of credit. Victory Park Management, LLC (“VPC”) entered into an agreement (the "ESPV Facility") under which it loans ESPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—ESPV Facility). The Company entered into a separate credit default protection agreement with ESPV whereby the Company agreed to provide credit protection to the investors in ESPV against Elastic loan losses in return for a credit premium. The Company does not hold a direct ownership interest in ESPV, however, as a result of the credit default protection agreement, ESPV was determined to be a VIE and the Company qualifies as the primary beneficiary.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

~~The following table summarizes the assets and liabilities of the VIE that are included within the Company’s Condensed Consolidated Balance Sheets at June 30, 2021 and December 31, 2020:~~

(Dollars in thousands) June 30, 2021 December 31, 2020
ASSETS
Cash and cash equivalents $ 46,958 $ 97,345
Loans receivable, net of allowance for loan losses of $10,372 and $13,202, respectively 142,234 149,951
Prepaid expenses and other assets 5 0
Receivable from payment processors 2,890 3,652
Total assets $ 192,087 $ 250,948
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($7,067 and $23,337, respectively, eliminates upon consolidation) $ 13,367 $ 27,663
Deferred revenue 2,358 2,300
Reserve deposit liability ($18,150 and $23,150, respectively, eliminates upon consolidation) 18,150 23,150
Notes payable, net 158,212 197,835
Total liabilities and shareholder’s equity $ 192,087 $ 250,948

EF SPV, Ltd.

On October 15, 2018, the Company entered into several agreements with a third-party lender and EF SPV, Ltd. (“EF SPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. EF SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the installment loans acquired meet the criteria of a participation interest.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Once the third-party lender originates the loan, EF SPV has the right, but not the obligation, to purchase a 96% interest in each Rise bank originated installment loan. VPC lends EF SPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—EF SPV Facility). The Company entered into a separate credit default protection agreement with EF SPV whereby the Company agreed to provide credit protection to the investors in EF SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EF SPV, however, as a result of the credit default protection agreement, EF SPV was determined to be a VIE and the Company qualifies as the primary beneficiary.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

~~The following table summarizes the assets and liabilities of the VIE that are included within the Company’s Condensed Consolidated Balance Sheets at June 30, 2021 and December 31, 2020:~~

(Dollars in thousands) June 30, 2021 December 31, 2020
ASSETS
Cash and cash equivalents $ 13,663 $ 35,450
Loans receivable, net of allowance for loan losses of $12,437 and $14,342, respectively 97,994 83,869
Prepaid expenses and other assets 6 34
Receivable from payment processors ($346 and $231, respectively, eliminates upon consolidation) 1,062 679
Total assets $ 112,725 $ 120,032
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($12,786 and $16,459, respectively, eliminates upon consolidation) $ 13,989 $ 17,599
Reserve deposit liability ($8,950 and $8,950, respectively, eliminates upon consolidation) 8,950 8,950
Notes payable, net 89,786 93,483
Total liabilities and shareholder’s equity $ 112,725 $ 120,032

EC SPV, Ltd.

In July 2020, the Company entered into several agreements with a third-party lender and EC SPV, Ltd. (“EC SPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. EC SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the installment loans acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, EC SPV has the right to purchase an interest in each Rise bank originated installment loan. The third-party lender retains 5% of the balances of all the loans originated and sells the remaining 95% participation to EC SPV. VPC will lend EC SPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—EC SPV Facility). The Company entered into a separate credit default protection agreement with EC SPV whereby the Company agreed to provide credit protection to the investors in EC SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EC SPV, however, as a result of the credit default protection agreement, EC SPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

Summarized Financial Information

As the VIEs that are consolidated have similar economic characteristics, products and services, distribution methods, and regulatory environments, the Company has elected to aggregate their information. The following table summarizes the aggregated assets and liabilities of the VIEs that are included within the Company’s Condensed Consolidated Balance Sheets March 31, 2022 and December 31, 2021:

2622


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~


(Dollars in thousands)	March 31, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	63,220	$	53,195
Restricted cash	1,000		1,000
Loans receivable at fair value	424,369		—
Loans receivable, net of allowance for loan losses of $53,100	—		366,932
Prepaid expenses and other assets	10		16
Receivable from payment processors ($755 and $562 respectively, eliminates upon consolidation)	9,602		13,076
Total assets	$	498,201	$	434,219
LIABILITIES
Accounts payable and accrued liabilities ($50,487 and $8,681 respectively, eliminates upon consolidation)	$	58,879	$	17,643
Deferred revenue	2,833		4,346
Reserve deposit liability ($77,200 and $28,100, respectively, eliminates upon consolidation)	77,200		28,100
Notes payable, net	359,289		384,130
Total liabilities	$	498,201	$	434,219

The following table ~~summarizes the assets and liabilities~~provides a summary of the ~~VIE~~aggregated operating results of the VIEs that are included within the Company’s Condensed Consolidated ~~Balance Sheets~~Statements of Operations at ~~June 30, 2021~~March 31, 2022 and ~~December 31, 2020:~~2021:

(Dollars in thousands) June 30, 2021 December 31, 2020
ASSETS
Cash and cash equivalents $ 7,414 $ 9,377
Restricted cash 1,000 1,000
Loans receivable, net of allowance for loan losses of $5,025 and $1,634, respectively 33,892 19,232
Prepaid expenses and other assets 5 11
Receivable from payment processors ($20 and $6, respectively, eliminates upon consolidation) 386 199
Total assets $ 42,697 $ 29,819
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($3,142 and $803, respectively, eliminates upon consolidation) $ 4,382 $ 1,541
Reserve deposit liability ($3,500 and $3,500, respectively, eliminates upon consolidation) 3,500 3,500
Notes payable, net 34,815 24,778
Total liabilities and shareholder’s equity $ 42,697 $ 29,819


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Revenues	$	98,136	$	63,305
Change in fair value of loans receivable	(63,849)		—
Loan loss provision	—		(14,165)
Other cost of sales ($22,130 and $40,454, respectively, eliminates upon consolidation(1))	(24,163)		(41,590)
Gross profit	10,124		7,550
Interest expense	(8,988)		(6,497)
Net income	$	—	$	—

(1)Includes the Credit Default Premium and other fee amounts eliminated in consolidation.

CSO Lender

The 1 ~~remaining~~ CSO lender iswas considered a VIE of the Company; however, the Company ~~does~~did not have any ownership interest in the CSO lender, ~~does~~did not exercise control over it, and iswas not the primary beneficiary, and therefore, ~~does~~did not consolidate the CSO ~~lender’s~~lender's results with its results. There were no new loan originations in 2021 under the CSO program and the wind-down of this portfolio was completed in the third quarter of 2021.

NOTE 5—NOTES PAYABLE, NET

The Company has 4 debt facilities with VPC, the Rise SPV, LLC credit facility (the "VPC Facility"), the ESPV Facility, the EF SPV Facility, and ~~effective July 31, 2020,~~ the EC SPV Facility. In October 2021, the Company entered into a new debt facility with PCAM (the "TSPV Facility"). In January 2022, the Company entered into a subordinated credit agreement with Pine Hill Finance, LLC ("Pine Hill Term Note"). The facilities had the following terms as of ~~June 30, 2021.~~March 31, 2022.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

VPC Facility

The VPC facility has a maximum borrowing amount of $200 million (amended as of July 31, 2020) used to fund the Rise loan portfolio (“US Term Note”). Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, ~~2020, the weighted average base rate on the outstanding balance was 2.73% and the overall interest rate was 9.98%. At June 30,~~ 2021, the weighted average base rate on the outstanding balance was ~~2.73%~~2.40% and the overall interest rate was ~~9.73%~~9.40%. At March 31, 2022, the weighted average base rate on the outstanding balance was 2.40% and the overall interest rate was 9.40%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The VPC facility has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The US Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the VPC Facility. The VPC Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the VPC Facility as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

2021.

The VPC Facility previously included a term note (the "4th Tranche Term Note") used to fund working capital with a maximum borrowing amount of $18 million and a base rate of 2.73% plus 13%. ~~The interest rate at December 31, 2020 was 15.73%.~~ In January 2021, the Company paid off this term note prior to its maturity on February 1, 2021.

Prior to ECIL entering administration and being classified a discontinued operation by the Company on June 29, 2020, the VPC Facility included a note used to fund the UK Sunny loan portfolio (“UK Term Note”). Upon deconsolidation of ECIL, this note was removed from the Company's Condensed Consolidated Balance Sheets and was presented within Liabilities from discontinued operations in all prior periods presented. Under the terms of the VPC Facility, Elevate Credit, Inc. (the "Parent") had provided a guarantee to VPC for the repayment of the debt of any subsidiary, which included the outstanding debt of ECIL. Repayment of the UK Term Note was completed by ECIL in the third quarter of 2020 and any guarantee obligation associated with the UK Term Note was released with the repayment.

ESPV Facility

The ESPV Facility has a maximum borrowing amount of $350 million used to purchase loan participations from a third-party lender. Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed at 15.48% (base rate of 2.73% plus 12.75%). Effective July 1, 2019, the interest rate on the debt outstanding as of the amendment date was set at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, ~~2020 the weighted average base rate on the outstanding balance was 2.72% and the overall interest rate was 9.97%. At June 30,~~ 2021 the weighted average base rate on the outstanding balance was ~~2.72%~~2.43% and the overall interest rate was ~~9.72%~~9.43%. At March 31, 2022, the weighted average base rate on the outstanding balance was 2.43% and the overall interest rate was 9.43%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The ESPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The ESPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and ESPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the ESPV Facility. The ESPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the ESPV Facility as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

EF SPV Facility

The EF SPV Facility has a maximum borrowing amount of $250 million (amended as of July 31, 2020) used to purchase loan participations from a third-party lender. Prior to execution of the agreement with VPC effective February 1, 2019, EF SPV was a borrower on the US Term Note under the VPC Facility and the interest rate paid on this facility was a base rate (defined as 3-month LIBOR, with a 1% floor) plus 11%. Upon the February 1, 2019 amendment date ~~$43 million was re-allocated into the EF SPV Facility and~~ the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). The weighted average base rate on the outstanding balance at December 31, ~~2020~~2021 was ~~2.45%~~1.84% and the overall interest rate was ~~9.70%~~8.84%. The weighted average base rate on the outstanding balance at ~~June 30, 2021~~March 31, 2022 was ~~2.29%~~1.84% and the overall interest rate was ~~9.29%~~8.84%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EF SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EF SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EF SPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the EF SPV Facility. The EF SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EF SPV Facility as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

2021.

EC SPV Facility

~~VPC entered into a new debt facility with EC SPV on July 31, 2020.~~ The EC SPV Facility has a maximum borrowing amount of $100 million used to purchase loan participations from a third-party lender. The weighted average base rate on the outstanding balance at December 31, ~~2020~~2021 was ~~2.73%~~2.09% and the overall interest rate was ~~9.98%~~9.09%. The weighted average base rate on the outstanding balance at ~~June 30, 2021~~March 31, 2022 was ~~2.73%~~2.09% and the overall interest rate was ~~9.73%~~9.09%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EC SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EC SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EC SPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the EC SPV Facility. The EC SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EC SPV Facility as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

TSPV Facility

On October 12, 2021, a new debt facility agreement, the TSPV Facility, was entered into among Today SPV, LLC ("TSPV"), Today Card, LLC ("TC LLC"), both wholly-owned subsidiaries of the Company, and PCAM. The TSPV Facility has a maximum commitment amount of $50 million, which may be increased up to $100 million used to purchase participations in credit card receivable balances from a third-party lender. The weighted-average base rate on the outstanding balance at December 31, 2021 was 3.25% and the overall rate was 6.85%. The weighted average base rate on the outstanding balance at March 31, 2022 was 3.25% and the overall interest rate was 6.85%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the Wall Street Journal Prime Rate with a 3.25% floor) plus 3.60% at the borrowing date.

The TSPV Term Note matures on October 12, 2025. There are no principal payments due or scheduled until the respective maturity dates. All assets of TC LLC and its subsidiaries are pledged as collateral to secure the TSPV Facility. The TSPV Facility includes certain financial covenants for the product portfolio underlying the facility, including risk adjusted yield requirements, minimum cash level requirements, maximum default rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the TSPV Facility as of March 31, 2022 and December 31, 2021.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Pine Hill Term Note

In January 2022, the Company entered into a subordinated credit agreement with Pine Hill Finance, LLC ("Pine Hill") for a $20 million Term Note to supplement our working capital. At March 31, 2022, the weighted average base rate on the outstanding balance was 1% and the overall rate was 14.25%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the daily Secured Overnight Financing Rate ("SOFR") rate with a floor of 1%) plus 13.25% per annum.

The Term Note matures on March 1, 2024. There are no principal payments due or scheduled until the respective maturity date. The Pine Hill Facility contains certain covenants for the Company, which are consistent with the covenants within the VPC ~~ESPV, EF SPV~~Facility, such as minimum cash requirements and ~~EC SPV~~minimum book value of equity requirement. The Company was in compliance with all covenants related to the Pine Hill Facility at March 31, 2022.

Debt Facilities:

The outstanding balances of Notes payable, net of debt issuance costs, are as follows:

(Dollars in thousands) June 30, 2021 December 31, 2020
US Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

$ 68,600 $ 104,500
4th Tranche Term Note bearing interest at the base rate + 13%

0 18,050
ESPV Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

159,600 199,500
EF SPV Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

89,800 93,500
EC SPV Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

35,000 25,000
Debt issuance costs

(1,786) (2,147)
Total

$ 351,214 $ 438,403


(Dollars in thousands)	March 31, 2022		December 31, 2021
US Term Note bearing interest at the base rate + 7.0%	$	84,600	$	84,600
ESPV Term Note bearing interest at the base rate + 7.0%	192,100		192,100
EF SPV Term Note bearing interest at the base rate + 7.0%	122,800		137,800
EC SPV Term Note bearing interest at the base rate + 7.0%	45,500		55,500
TSPV Term Note bearing interest at the base rate + 3.60%	40,000		37,000
Pine Hill Term Note bearing interest at the base rate + 13.25%	20,000		—
Debt issuance costs	(1,752)		(1,723)
Total	$	503,248	$	505,277

The change in the facility balances includes the following:

•~~US Term Note - Paydowns of $25.9 million and $10 million in the first and second quarter of 2021, respectively;~~

•4th ~~Tranche Term Note - Debt obligation of $18.1 million paid off in the first quarter of 2021;~~

•~~ESPV Term Note - Paydown of $39.9 million in the first quarter of 2021;~~

•EF SPV Term note - Paydown of ~~$18.7~~$15 million in the first quarter of ~~2021 and a draw of $15 million in the second quarter of 2021; and~~2022;

•EC SPV Term Note - ~~Draws~~Paydown of ~~$5 million and $5~~$10 million in the first ~~and second~~ quarter of ~~2021, respectively .~~2022;

~~Per~~•TSPV Term Note - Draw of $3 million in the ~~terms~~first quarter of 2022; and

•Pine Hill Term Note - Funding of $20 million in the ~~February 2019 amendments and the July 31, 2020 EC SPV agreement, the Company qualified for a 25 bps rate reduction on the VPC, ESPV, EF SPV and EC SPV facilities effective January 1, 2021.~~ first quarter of 2022.

The Company has evaluated the interest rates for its debt and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for the debt approximates the fair value.

Future debt maturities as of March 31, 2022 are as follows:


Year (dollars in thousands)	March 31, 2022
Remainder of 2022	$	—
2023	—
2024	465,000
2025	40,000
2026	—
Thereafter	—
Total	$	505,000

2926


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

~~Future debt maturities as of June 30, 2021 are as follows:~~

Year (dollars in thousands) June 30, 2021
Remainder of 2021 $ 0
2022 0
2023 0
2024 353,000
2025 0
Thereafter 0
Total $ 353,000

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill represents the excess purchase price over the estimated fair market value of the net assets acquired by the predecessor parent company, Think Finance, Inc. (“Think Finance”) related to the Elastic ~~and previously consolidated UK~~ reporting ~~units.~~unit. The Company performs an impairment review of goodwill and intangible assets with an indefinite life annually at October 1. As a result of the recent global economic impact and uncertainty due to the COVID-19 pandemic, the Company concluded a triggering event had occurred as of March 31, 2020, and accordingly, performed interim impairment testing on the goodwill balances of its reporting units. The Company performed a detailed qualitative and quantitative assessment of each reporting unit and concluded that the goodwill associated with the previously consolidated UK reporting unit was impaired as the fair value of the UK reporting unit was less than its carrying amount. The impairment loss of $9.3 million was included in Loss from discontinued operations due to the deconsolidation of ECIL. While there was a decline in the fair value of the Elastic reporting unit at March 31, 2020, there was 0 impairment identified during the quantitative assessment. The annual test was completed as of October 1, ~~2020~~2021 and the Company determined that there was no evidence of impairment of goodwill or indefinite life intangible assets. No events or circumstances occurred between October 2, ~~2020~~2021 and ~~June 30, 2021~~March 31, 2022 that would more likely than not reduce the fair value of the Elastic reporting unit below the carrying amount. The Company has $6.8 million of goodwill (all related to the Elastic reporting unit) on the Condensed Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Of the total goodwill balance, approximately ~~$270~~$229 thousand is deductible for tax purposes.

The Company's impairment evaluation of goodwill is based on comparing the fair value of the respective reporting unit to its carrying value. The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting unit, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting unit. The income approach uses the Company's projections of financial performance for a six~~- to nine-year~~-to-nine-year period and includes assumptions about future revenue growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the ~~respective~~ reporting unit's operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint. The Company’s estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, particularly in the current volatile market, actual results may differ from those used in these valuations which could result in additional impairment charges in the future.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

The carrying value of acquired intangible assets as of ~~June 30, 2021~~March 31, 2022 is presented in the table below:


(Dollars in thousands)	(Dollars in thousands)	Cost		Accumulated Amortization		Net		(Dollars in thousands)	Cost		Accumulated Amortization		Net
Assets subject to amortization:	Assets subject to amortization:							Assets subject to amortization:
Acquired technology	Acquired technology	$	211	$	(211)	$	0	Acquired technology	$	211	$	(211)	$	—
Non-compete	Non-compete	2,461		(2,461)		0		Non-compete	2,461		(2,461)		—
Customers	Customers	126		(126)		0		Customers	126		(126)		—
Assets not subject to amortization:	Assets not subject to amortization:							Assets not subject to amortization:
Domain names	Domain names	231		—		231		Domain names	231		—		231
Total	Total	$	3,029	$	(2,798)	$	231	Total	$	3,029	$	(2,798)	$	231

The carrying value of acquired intangible assets as of December 31, ~~2020~~2021 is presented in the table below:


(Dollars in thousands)	(Dollars in thousands)	Cost		Accumulated Amortization		Net		(Dollars in thousands)	Cost		Accumulated Amortization		Net
Assets subject to amortization:	Assets subject to amortization:							Assets subject to amortization:
Acquired technology	Acquired technology	$	211	$	(211)	$	0	Acquired technology	$	211	$	(211)	$	—
Non-compete	Non-compete	2,461		(1,859)		602		Non-compete	2,461		(2,461)		—
Customers	Customers	126		(126)		0		Customers	126		(126)		—
Assets not subject to amortization:	Assets not subject to amortization:							Assets not subject to amortization:
Domain names	Domain names	531		—		531		Domain names	231		—		231
Total	Total	$	3,329	$	(2,196)	$	1,133	Total	$	3,029	$	(2,798)	$	231

With ~~Robert Johnson's~~a board member's decision to not run for reelection to the Company's Board of Directors in March 2021, the remaining non-compete agreements expired and the Company accelerated the amortization of the assets to coincide with his announcement. Total amortization expense recognized for the ~~six~~three months ended ~~June 30,~~March 31, 2021 ~~and 2020~~ was approximately $602 ~~thousand and $60 thousand, respectively. For the three months ended June 30, 2020, $30 thousand of amortization expense was recognized. As of~~thousand. Beginning in March 31, 2021, there were no intangible assets subject to amortization with any remaining life.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Additionally, in January 2021, the Company sold a domain name that was held for a gain of $949 thousand, included in Non-operating income ~~(loss)~~ in the Condensed Consolidated Statements of Operations.

NOTE 7—LEASES

The Company has non-cancelable operating leases for facility space and equipment with varying terms. All of the leases for facility space qualified for capitalization under FASB ASC 842, Leases. These leases have remaining lease terms of approximately two to ~~six~~four years, and some may include options to extend the leases for up to ten years. The extension terms are not recognized as part of the right-of-use assets. The Company has elected not to capitalize leases with terms equal to, or less than, one year. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, net assets recorded under operating leases totaled ~~$6.8~~$5.2 million and ~~$8.3~~$5.7 million, respectively, and net lease liabilities totaled ~~$10.6~~$8.4 million and ~~$12.0~~$9.2 million, respectively.

The Company analyzes contracts above certain thresholds to identify leases and lease components. Lease and non-lease components are not separated for facility space leases. The Company uses its contractual borrowing rate to determine lease discount rates when an implicit rate is not available.

~~In January 2021, the~~The Company entered into a1 sublease contract with an independent ~~third party~~third-party for facility space related to a right-of-use ~~asset.~~asset in January 2021. The Company's obligation under the original lease was not relieved. As the sublease income is immaterial, payments received are recognized as an offset to Occupancy and equipment in the Condensed Consolidated Statements of Operations. The signing of the sublease triggered an impairment evaluation and the Company determined the related right-of-use asset was impaired. An impairment loss of $549 thousand was recognized in Non-operating income ~~(loss)~~ in the Condensed Consolidated Statements of Operations.

Total gross lease cost for the three months ended March 31, 2022 and 2021, included in Occupancy and equipment in the Condensed Consolidated Statements of Operations, is detailed in the table below:


	Three Months Ended March 31,
Lease cost (dollars in thousands)	2022		2021
Operating lease cost	$	763	$	768
Short-term lease cost	—		—

Total lease cost	$	763	$	768

Further information related to leases is as follows:


	Three Months Ended March 31,
Supplemental cash flows information (dollars in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease liabilities	$	985		$	958
Right-of-use assets obtained in exchange for lease obligations	$	—		$	—
Weighted average remaining lease term	2.5 years			3.3 years
Weighted average discount rate	10.23		%	10.23		%

3128


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Total gross lease cost for the three and six months ended June 30, 2021 and 2020, included in Occupancy and equipment in the Condensed Consolidated Statements of Operations, is detailed in the table below:

Three Months Ended June 30,
Lease cost (dollars in thousands) 2021 2020
Operating lease cost $ 768 $ 808
Short-term lease cost 0 0
Total lease cost $ 768 $ 808

Six Months Ended June 30,
Lease cost (dollars in thousands) 2021 2020
Operating lease cost $ 1,535 $ 1,616
Short-term lease cost 0 0
Total lease cost $ 1,535 $ 1,616

~~Further information related to leases is as follows:~~

Three Months Ended June 30,
Supplemental cash flows information (dollars in thousands) 2021 2020
Cash paid for amounts included in the measurement of lease liabilities $ 960 $ 931
Right-of-use assets obtained in exchange for lease obligations $ 0 $ 0
Weighted average remaining lease term 3.1 years 4.0 years
Weighted average discount rate 10.23 % 10.23 %

Six Months Ended June 30,
Supplemental cash flows information (dollars in thousands) 2021 2020
Cash paid for amounts included in the measurement of lease liabilities $ 1,918 $ 1,855
Right-of-use assets obtained in exchange for lease obligations $ 0 $ 0
Weighted average remaining lease term 3.1 years 4.0 years
Weighted average discount rate 10.23 % 10.23 %

Future minimum lease payments as of ~~June 30, 2021~~March 31, 2022 are as follows:


Year (dollars in thousands)	Year (dollars in thousands)	Operating Leases		Year (dollars in thousands)	Operating Leases
2021		$	1,958
2022	2022	3,984		2022	$	2,999
2023	2023	3,486		2023	3,486
2024	2024	1,438		2024	1,438
2025	2025	1,254		2025	1,254
2026				2026	638
Thereafter	Thereafter	638		Thereafter	—
Total future minimum lease payments	Total future minimum lease payments	$	12,758	Total future minimum lease payments	$	9,815
Less: Imputed interest	Less: Imputed interest	(2,141)		Less: Imputed interest	(1,401)
Operating lease liabilities	Operating lease liabilities	$	10,617	Operating lease liabilities	$	8,414


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

NOTE 8—SHARE-BASED COMPENSATION

Share-based compensation expense recognized for the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ totaled approximately ~~$1.8~~$1.7 million and ~~$2.6~~$1.6 million, ~~respectively, and $3.4 million and $5.3 million for the six months ended June 30, 2021 and 2020,~~ respectively.

2016 Omnibus Incentive Plan

The 2016 Omnibus Incentive Plan ("2016 Plan") was adopted by the Company’s Board of Directors on January 5, 2016 and approved by the Company’s stockholders thereafter. The 2016 Plan became effective on June 23, 2016. The 2016 Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors and consultants. In connection with the 2016 Plan, the Company has reserved but not issued ~~7,991,434~~8,674,343 shares of common stock, which includes shares that would otherwise return to the 2014 Equity Incentive Plan (the "2014 Plan") as a result of forfeiture, termination, or expiration of awards previously granted under the 2014 Plan and outstanding when the 2016 Plan became effective.

The 2016 Plan will automatically terminate 10 years following the date it became effective, unless the Company terminates it sooner. In addition, the Company’s Board of Directors has the authority to amend, suspend or terminate the 2016 Plan provided such action does not impair the rights under any outstanding award.

As of ~~June 30, 2021,~~March 31, 2022, the total number of shares available for future grants under the 2016 Plan was ~~3,549,312~~3,003,120 shares.

The Company has in the past and may in the future make grants of share-based compensation as inducement awards to new employees who are outside the 2016 Plan. The Company's board may rely on the employment inducement exception under NYSE Rule 303A.08 in order to approve the grants.

2014 Equity Incentive Plan

The Company adopted the 2014 Plan on May 1, 2014. The 2014 Plan permitted the grant of incentive stock options, non-statutory stock options, and restricted stock. On April 27, 2017, the Company's Board of Directors terminated the 2014 Plan as to future awards and confirmed that underlying shares corresponding to awards under the 2014 Plan that were outstanding at the time the 2016 Plan became effective, that are forfeited, terminated or expired, will become available for issuance under the 2016 Plan.

For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the Company had the following activity related to outstanding share-based awards:

Stock Options

Stock options are awarded to encourage ownership of the Company's common stock by employees and to provide increased incentive for employees to render services and to exert maximum effort for the success of the Company. The Company's stock options generally permit net-share settlement upon exercise. The option exercise price, vesting schedule and exercise period are determined for each grant by the administrator of the applicable plan. The Company's stock options generally have a 10-year contractual term and vest over a 4-year period.

3329


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

A summary of stock option activity as of and for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 is presented below:


Stock Options	Stock Options	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Stock Options	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2020		886,685	$	5.94
Outstanding at December 31, 2021						Outstanding at December 31, 2021	796,685	$	6.19
Granted	Granted	0	0			Granted	—	—
Exercised	Exercised	(12,500)	2.13			Exercised	—	—
Expired	Expired	0	0			Expired	—	—
Forfeited	Forfeited	(2,500)	6.31			Forfeited	—	—
Outstanding at June 30, 2021		871,685	5.99		3.49
Options exercisable at June 30, 2021		871,685	$	5.99	3.49
Outstanding at March 31, 2022						Outstanding at March 31, 2022	796,685	6.19		2.97
Options exercisable at March 31, 2022						Options exercisable at March 31, 2022	796,685	$	6.19	2.97

At ~~June 30, 2021,~~March 31, 2022, there were 0no unrecognized compensation costs related to unvested stock options to be recognized. The total intrinsic value of options exercised for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$30 thousand.~~zero.

Restricted Stock Units

RSUs are awarded to serve as a key retention tool for the Company to retain its executives and key employees. RSUs will transfer value to the holder even if the Company’s stock price falls below the price on the date of grant, provided that the recipient provides the requisite service during the period required for the award to “vest.”

The weighted-average grant-date fair value for RSUs granted under the 2016 Plan during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$4.35.~~$3.05. These RSUs primarily vest 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

A summary of RSU activity as of and for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 is presented below:


RSUs	RSUs	Shares	Weighted Average Grant-Date Fair Value		RSUs	Shares	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2020		2,924,086	$	4.17
Unvested at December 31, 2021					Unvested at December 31, 2021	3,691,983	$	3.97
Granted	Granted	1,677,469	4.35		Granted	1,859,486	3.05
Vested(1)	Vested(1)	(963,401)	4.72		Vested(1)	(610,705)	4.15
Forfeited	Forfeited	(67,720)	4.65		Forfeited	(66,230)	3.79
Unvested at June 30, 2021		3,570,434	4.09
Expected to vest at June 30, 2021		2,580,652	$	4.12
Unvested at March 31, 2022					Unvested at March 31, 2022	4,874,534	3.60
Expected to vest at March 31, 2022					Expected to vest at March 31, 2022	3,549,054	$	3.64

(1)~~During the year ended certain~~Certain RSUs were net share-settled to cover the required withholding tax and the remaining amounts were converted into an equivalent number of shares of the Company's common stock. The Company withheld ~~261,945~~199,905 shares for applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

At ~~June 30, 2021,~~March 31, 2022, there was approximately ~~$8.7~~$10.2 million of unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted average period of 2.6 years. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the total intrinsic value of RSUs that vested during the period was approximately ~~$3.5~~$2.0 million. As of ~~June 30, 2021,~~March 31, 2022, the aggregate intrinsic value of the vested and expected to vest RSUs was approximately ~~$9.2~~$6.8 million.

Employee Stock Purchase Plan

The Company offers an Employee Stock Purchase Plan ("ESPP") to eligible US employees. There are currently ~~2,196,257~~2,514,365 shares authorized and ~~934,335~~1,100,836 reserved for the ESPP. There were ~~149,613~~no shares purchased under the ESPP for the ~~six~~three months ended ~~June 30, 2021. Within share-based compensation expense for the six months ended June 30, 2021 and 2020, $342 thousand and $283 thousand, respectively, relates to the ESPP.~~March 31, 2022. For the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020, $171~~2021, $120 thousand and ~~$142~~$171 thousand, respectively, relates to the ESPP within share-based compensation expense.

3430


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

NOTE 9—FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The accounting guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The Company groups its assets and liabilities measured at fair value in three levels of the fair value hierarchy, based on the fair value measurement technique, as described below:

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets and liabilities in active exchange markets that the Company has the ability to access at the measurement date.

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques with significant assumptions and inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3—Valuation is derived from model-based techniques that use inputs and significant assumptions that are supported by little or no observable market data. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of pricing models, discounted cash flow models and similar techniques.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred. For the ~~six~~three month periods ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ there were no significant transfers between levels.

The level of fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is most significant to the fair value measurement in its entirety. In the determination of the classification of assets and liabilities in Level 2 or Level 3 of the fair value hierarchy, the Company considers all available information, including observable market data, indications of market conditions, and its understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances, judgments are made regarding the significance of the Level 3 inputs to the fair value measurements of the respective assets and liabilities in their entirety. If the valuation techniques that are most significant to the fair value measurements are principally derived from assumptions and inputs that are corroborated by little or no observable market data, the asset or liability is classified as Level 3.

The following table contains the Company's financial assets and liabilities that are measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets as of March 31, 2022:


	March 31, 2022		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Loans receivable at fair value(1)	$	584,154	$	—	$	—	$	584,154
Total	$	584,154	$	—	$	—	$	584,154

(1)Loans receivable at fair value includes assets of consolidated VIEs. See Note 4 - Varia ble Interest Entities for more information.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Effective January 1, 2022, the Company generally uses discounted cash flow analyses that factor estimated losses and prepayments over the estimated duration of the loans receivable portfolio. Using historical data and consideration of recent trends, the Company determines loss and prepayment assumptions. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. The table below presents quantitative information about the key unobservable inputs used for the Company's loans receivable fair value measurements as of March 31, 2022.


	March 31, 2022
Credit loss rate	17	%
Prepayment rate	27	%
Discount rate	21	%

Financial Assets and Liabilities Not Measured at Fair Value

The following tables contain the Company's financial assets and liabilities that are not measured at fair value in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021:


	March 31, 2022		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	105,815	$	105,815	$	—	$	—
Restricted cash	4,542		4,542		—		—
Receivable from payment processors	11,122		—		—		11,122
Total	$	121,479	$	110,357	$	—	$	11,122

Financial liabilities:
Accounts payable and accrued liabilities	$	73,597	$	—	$	—	$	73,597
Notes payable, net	503,248		—		—		503,248
Total	$	576,845	$	—	$	—	$	576,845


	December 31, 2021		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	84,978	$	84,978	$	—	$	—
Restricted cash	5,874		5,874		—		—
Loans receivable, net of allowance for loan losses	511,157		—		—		639,545
Receivable from payment processors	15,870		—		—		15,870
Total	$	617,879	$	90,852	$	—	$	655,415

Financial liabilities:
Accounts payable and accrued liabilities	$	82,513	$	—	$	—	$	82,513
Notes payable, net	505,277		—		—		505,277
Total	$	587,790	$	—	$	—	$	587,790


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

The Company has evaluated ~~Loans receivable, net of allowance for loan losses, Receivable from CSO lenders,~~ Receivable from payment processors and Accounts payable and accrued ~~expenses,~~liabilities, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The Company has also evaluated the interest rates for Notes payable, net and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for Notes payable, net approximates the fair value. Prior to the adoption of ASU 2016-13, loans receivable were carried net of the allowance for loan losses, which was primarily calculated utilizing historical loss rates by product, stratified by delinquency ranges. The Company enhanced its valuation methodology as of December 31, 2021 using the additional data and valuation assumptions made available by the January 2022 adoption of 2016-13.

The Company classifies its fair value measurement techniques for the fair value disclosures associated with Loans receivable, net of allowance for loan losses, ~~Receivable from CSO lenders,~~ Receivable from payment processors, Accounts payable and accrued liabilities and Notes payable, net as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

NOTE 10—INCOME TAXES

Income tax expense for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ consists of the following:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021		2020		2021		2020		(Dollars in thousands)	2022		2021
Current income tax expense (benefit):	Current income tax expense (benefit):									Current income tax expense (benefit):
Federal		$	0	$	(1,152)	$	0	$	0

State	State	(40)		(155)		46		332		State	$	47	$	86

Total current income tax expense (benefit)	Total current income tax expense (benefit)	(40)		(1,307)		46		332		Total current income tax expense (benefit)	47		86

Deferred income tax expense (benefit):	Deferred income tax expense (benefit):									Deferred income tax expense (benefit):
Federal	Federal	1,116		6,284		4,693		6,357		Federal	(5,912)		3,577
State	State	(848)		3,396		(1,067)		3,739		State	1,636		(219)

Total deferred income tax expense		268		9,680		3,626		10,096
Total deferred income tax expense (benefit)										Total deferred income tax expense (benefit)	(4,276)		3,358

Total income tax expense		$	228	$	8,373	$	3,672	$	10,428
Total income tax expense (benefit)										Total income tax expense (benefit)	$	(4,229)	$	3,444

No material penalties or interest related to taxes, other than as described below, were recognized for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

The Company’s effective tax rates for ~~continuing operations for~~ the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ including discrete items, were ~~27.5%~~23.3% and ~~30.3%~~21.3%, respectively. For both the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company’s effective tax rate differed from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where it has lending activities. ~~The Company's cash~~

At March 31, 2022 and December 31, 2021, the gross liability for an uncertain tax position was $1.5 million, exclusive of interest and penalties. Of this amount, $1.2 million would affect the Company’s effective tax rate ~~was approximately 2.1%.~~

~~On March 11, 2021, the American Rescue Plan Act ("ARP Act") was signed into law.~~if realized. The Company ~~reviewed~~recognizes interest income from favorable settlements and interest expense and penalties accrued on uncertain tax positions within income tax expense (benefit) in the Condensed Consolidated Statements of Operations. As of March 31, 2022, the Company had accrued $0.1 million for interest and penalties. The liability for the uncertain tax ~~relief provisions~~position results from a recent change in tax regulations in the state of Texas that impacted the ~~ARP Act, including the Company's eligibility for such provisions,~~Company’s previously recognized research and ~~determined that the impact is likely to be insignificant with regard to the Company's effective~~development state tax ~~rate.~~credits. The Company ~~continues to monitor and evaluate its eligibility under~~has no expectation that this liability on the ~~ARP Act tax relief provisions to identify any portions that may become applicable~~books at March 31, 2022 will be settled in the ~~future.~~next 12 months. The Company’s 2016-2020 tax years remain open to income tax audits in Texas at March 31, 2022.

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company would make a cumulative adjustment in that quarter.

For purposes of evaluating the need for a deferred tax valuation allowance, significant weight is given to evidence that can be objectively verified. The following provides an overview of the assessment that was performed for the deferred tax assets, net.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Deferred tax assets, net

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company did not establish a valuation allowance for its deferred tax assets (“DTA”) based on management’s expectation of generating sufficient taxable income in a look forward period over the next one to ~~three~~four years. The Federal net operating loss ("NOL") carryforward from operations at December 31, ~~2020~~2021 was approximately ~~$64.8~~$84.1 million. Any research and development credits recognized as a deferred tax asset expire beginning in 2036. The ultimate realization of the resulting deferred tax asset is dependent upon generating sufficient taxable income prior to the expiration of this carryforward. The Company considered the following factors when making its assessment regarding the ultimate realizability of the deferred tax assets.

Significant factors included the following:

•The Company is in a three-year cumulative pre-tax income position in ~~2021.~~2021 (exclusive of certain non-recurring items). Additionally, the Company has a history of utilizing its past NOL carryforwards.

•~~Due~~The Company is projecting future income sufficient to fully utilize the indefinite NOL carryforward. Also, due to the short-term nature of the loan portfolio and the other material items that comprise the deferred tax assets, net, the Company estimates that the majority of these deferred tax items will reverse within one to three years.


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

The Company has given due consideration to all the factors and has concluded that the deferred tax asset is expected to be realized based on management’s expectation of generating sufficient taxable income and the reversal of tax timing differences in a look-forward period over the next one to ~~three~~four years. Although realization is not assured, management believes it is more likely than not that all of the recorded deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted in the future if estimates of future taxable income change. As a result, as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company did not establish a valuation allowance for the DTA.

NOTE 11—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Contingencies

Currently and from time to time, the Company may become a defendant in various legal and regulatory actions that arise in the ordinary course of business. The Company generally cannot predict the eventual outcome, the timing of the resolution or the potential losses, fines or penalties of such legal and regulatory actions. Actual outcomes or losses may differ materially from the Company's current assessments and estimates, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition or cash flows.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation, regulatory matters and other legal proceedings when those matters present material loss contingencies that are both probable and reasonably estimable. Even when an accrual is recorded, the Company may be exposed to loss in excess of any amounts accrued.

Except as described below, the Company believes that any sum it may be required to pay in connection with proceedings or claims in excess of the amounts recorded would likely not have a material adverse effect upon the Company's results of operations, financial conditions or cash flows on a consolidated annual basis but could have a material adverse impact in a particular quarterly reporting period.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three months ended March 31, 2022 and 2021

Other Matters:

In December 2019, the Think Finance, Inc. ("TFI") bankruptcy plan was confirmed, and any potential future claims from the TFI Creditors' Committee were assigned to the Think Finance Litigation Trust (“TFLT”). On August 14, 2020, the TFLT filed an adversary proceeding against Elevate Credit, Inc. in the United States Bankruptcy Court for the Northern District of Texas, alleging certain avoidance claims related to Elevate's spin-off from TFI on May 1, 2014 under the Bankruptcy Code and the Texas Uniform Fraudulent Transfer Act ("TUFTA"). If it were determined that the spin-off constituted a fraudulent conveyance or that there were other avoidance actions associated with the spin-off, then the spin-off could be deemed void and there could be a number of different remedies imposed against Elevate, including without limitation, the requirement that Elevate has to pay money damages. While the TFLT values this claim at $246 million, the Company believes that it has valid defenses to the claim and intends to vigorously defend itself against this claim. Additionally, a class action lawsuit against Elevate was filed on August 14, 2020 in the Eastern District of Virginia alleging violations of usurious interest and aiding and abetting various racketeering activities related to the operations of TFI prior to and immediately after the 2014 spin-off. On October 26, 2020, Elevate ~~views~~filed a motion to dismiss which was denied. On February 4, 2022, the parties to this ~~lawsuit as without merit~~litigation reached a settlement agreement in which Elevate admitted no liability, agreed to a settlement payment of $33 million to resolve this litigation and ~~intends~~committed to ~~vigorously defend its position. Based~~purchase 924,495 shares of Elevate stock owned by the TFLT at a set price upon ~~preliminary~~execution of the settlement ~~discussions in the fourth quarter of 2020, the~~agreement. This stock purchase was completed on February 11, 2022. The Company accrued a contingent loss in the amount of ~~$17~~$17.1 million for ~~estimated losses~~the settlement payment related to the TFLT and class ~~action~~actions disputes ~~within~~at December 31, 2021, in addition to the $17 million previously accrued at December 30, 2020. This total accrual of $34.1 million, inclusive of related additional legal fees, is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021 with 2 payments to be made in both the second and third quarter of 2022. The settlement has been agreed to by all parties, and on April 16, 2022, the United States District Court for the Eastern District of Virginia issued an Order Granting Preliminary Approval of the Class Action Settlement.

On June 5, 2020, the District of Columbia (the "District") sued Elevate in the Superior Court of the District of Columbia alleging that Elevate may have violated the District's Consumer Protection Procedures Act and the District of Columbia's Municipal Regulations in connection with loans issued by banks in the District of Columbia. This action was removed to federal court, and on August 3, 2020, the District filed a motion to remand to Superior Court. On July 15, 2021, the District Court Judge remanded the case to Superior Court. ~~Elevate disagrees~~On January 20, 2022, the Company entered into a Consent Judgment and Order (the "Consent Order") with the District resolving all matters in this action. The Company denies that it has violated any law or engaged in any deceptive or unfair practices as alleged and entered into the ~~above referenced laws~~Consent Order to avoid the potential expense of further litigation. As part of the Consent Order, Elevate has agreed to not engage in certain business activities in the District of Columbia, provide refunds in 2022 to certain affected District of Columbia consumers, which is estimated to be between $3.3 million and ~~regulations~~$3.4 million, and ~~it intends~~pay $450 thousand to ~~vigorously defend its position.~~the District of Columbia in February 2022. The Company accrued a contingent loss in the amount of $4.0 million at December 31, 2021, which is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. At March 31, 2022, the Company has an accrual of $3.6 million remaining for this matter.

OnIn addition, on January 27, 2020, ~~an Elevate wholly-owned subsidiary and other non-affiliated service providers to banks were sued in~~Sopheary Sanh filed a class action ~~lawsuit~~complaint in the Western District Court in the state of Washington ~~state.~~against Rise Credit Service of Texas, LLC d/b/a Rise, Opportunity Financial, LLC and Applied Data Finance, LLC d/b/a Personify Financial. The Plaintiff in the case claims that ~~the Elevate subsidiary~~Rise and ~~the other non-affiliated service providers to banks~~Personify Financial have violated Washington’s Consumer Protection Act by engaging in unfair or deceptive ~~practices.~~practices, and seeks class certification, injunctive relief to prevent solicitation of consumers to apply for loans, monetary damages and other appropriate relief, including an award of costs, pre- and post-judgment interest, and attorneys' fees. The lawsuit was removed to federal court. On January 12, 2021, the court granted Rise's motion to dismiss, as well as the other non-affiliated service providers. The Judge did, however, allow Plaintiff the opportunity to amend its complaint. On June 22, 2021, the Plaintiff filed ~~her~~its Amended Complaint alleging that Elevate or its subsidiary were not service providers to the originating bank, but rather the true lender. On July 20, 2021, Elevate filed its Motion to Dismiss the Amended Complaint. On September 20, 2021, Plaintiff filed its Response and Opposition to Defendant's Motion to Dismiss. On October 1, 2021, the Company filed a Reply in Support of its Motion to Dismiss the Amended Complaint, and is awaiting a ruling on the motion to dismiss. Elevate disagrees that it has violated the Washington Consumer Protection Act and it intends to vigorously defend its position. In the opinion of management, a material loss is remote at this stage as the Company's favorable ruling on its initial motion to dismiss had a similar fact pattern to the amended complaint.

3735


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

On March 3, 2020, Heather Crawford filed a lawsuit in the Superior Court of the state of California, county of Los Angeles, against Elevate Credit, Inc., Elevate Credit Service, LLC and Rise Credit of California, LLC alleging unconscionable interest rates on Rise loans and seeking damages and public injunctive relief. Elevate filed a motion to compel arbitration, and Ms. Crawford dismissed the lawsuit without prejudice to refile in arbitration. Ms. Crawford has not yet filed any arbitration demand. In ~~California, all lawsuits have been dismissed and there are currently 2 separate demands~~addition, on April 6, 2020, Dahn Le made a demand for arbitration ~~pending with Plaintiffs asserting~~against Elevate Credit, Inc., Elevate Credit Service, LLC and Rise Credit of California, LLC similarly alleging unconscionable interest rates on Rise loans and seeking damages and public injunctive relief. On September 1, 2021, the Arbitrator ruled that Elevate was deemed to be the prevailing party as to all matters in the Danh Le arbitration and all of Claimant's claims ~~under~~were denied. On December 1, 2021, Mr. Le filed a Petition to Vacate the ~~“unlawful,” “unfair,” and “fraudulent” prongs~~Arbitration Award in the Superior Court of the ~~California Unfair Competition Law (“UCL”). All other previously asserted claims have been dismissed. In order~~state of California. The Company filed its motion in Opposition to ~~prevail, Plaintiffs have~~Petitioner's Motion to ~~prove~~Vacate on January 25, 2022, and a hearing was held on February 22, 2022. On February 23, 2022, the Superior Court ruled in Elevate's favor by denying the Petition to Vacate the arbitration judgment. The Claimant has filed notice that they intend to appeal the ~~loans made were both procedurally~~denial of their Petition to Vacate, however, the Company expects to succeed in defending the appeal and ~~substantively unconscionable. Elevate disagrees that it has violated the UCL and it intends~~does not expect to ~~vigorously defend its position in these arbitrations.~~incur any reasonably possible loss at this time.

Commitments

The Elastic product, which offers lines of credit to consumers, had approximately ~~$295.4~~$280.3 million and ~~$275.9~~$277.1 million in available and unfunded credit lines at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The Today Card product had approximately ~~$11.8~~$20.5 million and ~~$5.4~~$20.0 million in available and unfunded credit lines as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. From May 2017 through September 2020, the Rise product offered lines of credit to consumers in certain states. At both June 30, 2021 and December 31, 2020, there were 0 remaining available and unfunded Rise credit lines. While these amounts represented the total available unused credit lines, the Company has not experienced and does not anticipate that all line of credit customers will access their entire available credit lines at any given point in time. The Company has not recorded a loan loss reserve for unfunded credit lines as the Company has the ability to cancel commitments within a relatively short timeframe.

Effective June 2017, the Company entered into a seven-year lease agreement for office space in California. Upon the commencement of the lease, the Company was required to provide the lessor with an irrevocable and unconditional $500 thousand letter of credit. Provided the Company is not in default of any terms of the lease agreement, the outstanding required balance of the letter of credit will be reduced by $100 thousand per year beginning on the second anniversary of the lease commencement and ending on the fifth anniversary of the lease agreement. The minimum balance of the letter of credit will be at least $100 thousand throughout the duration of the lease. At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had ~~$200~~$100 thousand and ~~$300~~$200 thousand, respectively, of cash balances securing the letter of credit which is included in Restricted cash within the Condensed Consolidated Balance Sheets.

Guarantees

CSO Program:

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to CSO lenders and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default.

~~UK Debt Guarantee:~~

~~Under~~ As of March 31, 2022, the ~~terms of the VPC Facility, Elevate Credit, Inc. (the "Parent") had provided a~~ guarantee to VPC for the repayment of the UK Term Note. ECIL completed payment of the UK Term Note in the third quarter of 2020 and any guarantee obligation associated with the UK Term Note was released with the repayment.no longer exists as there are no remaining CSO program obligations.

Indemnifications and contingent loss accrual

In the ordinary course of business, the Company may indemnify customers, vendors, lessors, investors, and other parties for certain matters subject to various terms and scopes. For example, the Company may indemnify certain parties for losses due to the Company's breach of certain agreements or due to certain services it provides. As the Company has previously disclosed, the Company has also entered into separate indemnification agreements with the Company’s directors and executive officers, in addition to the indemnification provided for in the Company’s amended and restated bylaws. These agreements, among other things, provide that the Company will indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s or, where applicable, TFI’s directors or executive officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

3836


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

As of ~~June 30, 2021 and~~ December 31, 2020, the Company had accrued approximately ~~$0.0 million and~~ $4.4 million ~~respectively,~~ for a contingent loss related to a legal matter for a former executive of the company. This contingent loss was based on a probable settlement composed of both cash and certain amounts that were subject to valuation adjustments until the final settlement. The contingent loss was settled as of March 31, 2021 and no further accrual ~~was~~for this matter remains as of March 31, 2022. As of March 31, 2022 and December 31, 2021, the Company had accrued $1.7 million pursuant to a director indemnification agreement related to a legal matter. Both of these accruals were recognized aswithin Non-operating ~~loss~~income in the Condensed Consolidated Statements of Operations and as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. The ~~Company~~table below presents a roll forward of the net amounts accrued ~~$5.7 million at June 30, 2020. As~~and paid for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Beginning balance	$	1,700	$	4,424
Accruals	—		—
Payments	—		(4,424)
Net contingent loss related to a legal matter	$	1,700	$	—

NOTE 12—RELATED PARTIES

Expenses related to the Company's board of ~~June 30,~~directors, including board fees, travel reimbursements and share-based compensation for the three months ended March 31, 2022 and 2021 are included in Professional services within the ~~contingent loss was settled~~Condensed Consolidated Statements of Operations and ~~0 further accrual remains. In April~~were as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Fees and travel expenses	$	156	$	122
Stock compensation	154		79

Total board related expenses	$	310	$	201

At March 31, 2022 and December 31, 2021, the Company ~~received~~had approximately $156 thousand and $143 thousand, respectively, due to board members related to the above expenses, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

During the year ended December 31, 2017, a ~~net recovery~~former member of ~~$510 thousand.~~the board of directors entered into a direct investment of $800 thousand in the Rise portion of the VPC Facility. For both the three months ended March 31, 2022 and 2021, the interest payments on this loan were $19 thousand and $20 thousand for the three months ended March 31, 2022 and 2021, respectively.

In the second quarter of 2021, the Company reached an agreement with a former member of the board of directors for advances of legal fees under the indemnification provisions of their director agreement. Based on this agreement, at March 31, 2022, the Company had a remaining accrual of $152.0 thousand, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets. The table below presents a roll forward of the amounts accrued and paid for the three ~~and six~~ months ended ~~June 30, 2021 and 2020.~~March 31, 2022. There was no accrual for this matter at March 31, 2021.

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 2021 2020
Beginning balance $ 0 $ 4,263 $ 4,424 $ 0
Accruals (510) 1,407 (510) 5,670
Payments 510 0 (3,914) 0
Net contingent loss related to a legal matter $ 0 $ 5,670 $ 0 $ 5,670


	Three Months Ended March 31,
(Dollars in thousands)	2022
Beginning balance	$	135
Accruals (included in Professional services in the Condensed Consolidated Statements of Operations)	90
Payments	(73)
Net accrual related to the advance of legal fees	$	152

~~NOTE 12—DISCONTINUED OPERATIONS~~

~~As a result of the recent global economic impact and uncertainty due~~In addition to the ~~COVID-19 pandemic, the Company concluded a triggering event had occurred~~advances of legal fees, as of March 31, ~~2020,~~2022 and ~~accordingly, performed interim impairment testing~~December 31, 2021, the Company had accrued $1.7 million pursuant to the director indemnification agreement related to a legal matter. This accrual is recognized as Accounts payable and accrued liabilities on the goodwill balances of its reporting units. The Company performed a detailed qualitative and quantitative assessment of each reporting unit and concluded that the goodwill associated with the previously consolidated UK reporting unit was impaired as the fair value of the UK reporting unit was less than its carrying amount. The impairment loss of $9.3 million was included in Loss from discontinued operations due to the deconsolidation of ECIL.

On June 29, 2020, ECIL entered into administration in accordance with the provisions of the UK Insolvency Act 1986 and pursuant to a resolution of the board of directors of ECIL. The management, business, affairs and property of ECIL have been placed into the direct control of the appointed administrators, KPMG LLP. Accordingly, the Company deconsolidated ECIL as of June 29, 2020 and presents ECIL's results as Discontinued operations for all periods presented.

In connection with the disposition of ECIL, the Company recognized a loss on its investment. This loss resulted in an estimated US federal and state income tax benefit of $24.2 million and was recognized in the three- and six-month period ending June 30, 2020.Condensed Consolidated Balance Sheets.

3937


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

~~The table below presents the financial results of ECIL, which are considered Discontinued operations and are excluded from the Company's results of continuing operations:~~
Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 (1) 2021 2020 (1)
Revenues $ 0 $ 9,024 $ 0 $ 24,012
Cost of sales:
      Provision for loan losses 0 607 0 4,785
      Direct marketing costs 0 270 0 1,372
      Other cost of sales 0 5,130 0 10,790
Total cost of sales 0 6,007 0 16,947
Gross profit 0 3,017 0 7,065
Operating expenses:
Compensation and benefits 0 2,068 0 4,785
Professional services 0 1,598 0 2,879
Selling and marketing 0 135 0 605
Occupancy and equipment 0 1,028 0 2,141
Depreciation and amortization 0 926 0 1,427
Other 0 108 0 288
Total operating expenses 0 5,863 0 12,125
Operating loss 0 (2,846) 0 (5,060)
Other expense:
Net interest expense 0 (357) 0 (896)
Foreign currency transaction loss 0 (42) 0 (854)
Impairment loss 0 0 0 (9,251)
Non-operating income 0 17 0 0
Total other expense 0 (382) 0 (11,001)
Loss from operations of discontinued operations 0 (3,228) 0 (16,061)
Loss on disposal of discontinued operations 0 (28,512) 0 (28,512)
Loss from discontinued operations before taxes 0 (31,740) 0 (44,573)
Income tax benefit 0 24,200 0 24,200
Net loss from discontinued operations $ 0 $ (7,540) $ 0 $ (20,373)

~~(1) Includes ECIL financial results for the period through June 28, 2020.~~

~~At June 30, 2021 and December 31, 2020, the Company had 0 assets or liabilities related to the discontinued operations of ECIL.~~


~~Elevate Credit, Inc. and Subsidiaries~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~ — ~~(Continued)~~

~~For the three and six months ended June 30, 2021 and 2020~~

~~NOTE 13—RELATED PARTIES~~

Expenses related to the Company's board of directors, including board fees, travel reimbursements, share-based compensation and a consulting arrangement with a related party for the three and six months ended June 30, 2021 and 2020 are included in Professional services within the Condensed Consolidated Statements of Operations and were as follows:

Three Months Ended June 30,
(Dollars in thousands) 2021 2020
Fees and travel expenses $ 135 $ 122
Stock compensation (1)
107 808
Consulting 0 50
Total board related expenses $ 242 $ 980

Six Months Ended June 30,
(Dollars in thousands) 2021 2020
Fees and travel expenses $ 257 $ 255
Stock compensation (1)
186 1,787
Consulting 0 150
Total board related expenses $ 443 $ 2,192

~~(1) Includes Elevate's former CEO from January 1, 2020 through July 17, 2020.~~

During the year ended December 31, ~~2017,~~2021, the Company made a ~~member of the board of directors entered into a direct~~$500 thousand advance applied toward its investment ~~of $800 thousand~~ in the ~~Rise portion of~~newly created Swell entity, which was recognized in Prepaid expenses and other assets on the ~~VPC Facility. For~~Condensed Consolidated Balance Sheets. During the three months ended ~~June 30, 2021 and 2020,~~March 31, 2022, the Company made an additional investment of $4 million as well as intellectual property contributions valued at $1.3 million. The Company records its interest ~~payments on this loan were $17 thousand and $20 thousand, respectively, and $37 thousand and $40 thousand~~in Swell under the equity method of accounting. The Company's share of Swell's net loss for ~~the six months ended June 30, 2021 and 2020, respectively.~~

~~In addition, during~~ the three months ended June 30, 2021, the Company reached an agreement with a member of the board of directors for advances of legal fees under the indemnification provisions of their director agreement. Based on this agreement, the company accrued $911March 31, 2022 is $344 thousand, which is included in ~~Professional services~~Equity method investment loss in the Condensed Consolidated Statements of ~~Operations~~Operations. As of March 31, 2022 and December 31, 2021, the carrying value of the Company's investment in ~~Accounts payable~~Swell was $5.5 million and ~~accrued liabilities~~$0 million, respectively, within Investment in unconsolidated affiliate in the Condensed Consolidated Balance Sheets.

~~At June 30, 2021 and December 31, 2020, the Company had approximate~~ly ~~$135 thousand~~ ~~and~~ ~~$110 thousand, respectively, due to board members related to the above expenses, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.~~

NOTE ~~14—~~13—SUBSEQUENT EVENTS

The Company evaluated subsequent events as of the date these financial statements ~~are~~were made available and determined there ~~has~~have been no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial ~~statements, except as follows:~~

For the period from July 1, 2021 to August 4, 2021, the Company repurchased 487,302 shares of its common stock on the open market for a total purchase price of $1.8 million, including any fees or commissions.statements.

4138

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our business, our results of operations and our financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q.

Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Note About Forward-Looking Statements" section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We generally refer to loans, customers and other information and data associated with each of our brands (Rise, Elastic and Today Card) as Elevate’s loans, customers, information and data, irrespective of whether Elevate directly originates the credit to the customer or whether such credit is originated by a third party.

OVERVIEW

We provide online credit solutions to consumers in the US who are not well-served by traditional bank products and who are looking for better options than payday loans, title loans, pawn and storefront installment loans. Non-prime consumers now represent a larger market than prime consumers but are riskier to underwrite and serve with traditional approaches. We’re succeeding at it - and doing it responsibly - with best-in-class advanced technology and proprietary risk analytics honed by serving more than ~~2.6~~2.7 million customers with ~~$9.2~~$10.0 billion in credit. Our current online credit products, Rise, Elastic and Today Card, reflect our mission to provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. We call this mission "Good Today, Better Tomorrow."

Prior to June 29, 2020, we provided services in the United Kingdom ("UK") through our wholly-owned subsidiary, Elevate Credit International Limited (“ECIL”) under the brand name ‘Sunny.’ During the year ended December 31, 2018, ECIL began to receive an increased number of customer complaints initiated by claims management companies ("CMCs") related to the affordability assessment of certain loans. The CMCs' campaign against the high cost lending industry increased significantly during the third and fourth quarters of 2018 and continued through 2019 and into the first half of 2020, resulting in a significant increase in affordability claims against all companies in the industry over this period. The Financial Conduct Authority ("FCA"), a regulator in the UK financial services industry, began regulating the CMCs in April 2019 in order to ensure that the methods used by the CMCs are in the best interests of the consumer and the industry. Separately, the FCA asked all industry participants to review their lending practices to ensure that such companies are using an appropriate affordability and creditworthiness analysis. However, there continued to be a lack of clarity within the regulatory environment in the UK. This lack of clarity, coupled with the ongoing impact of the Coronavirus Disease 2019 ("COVID-19") on the UK market for Sunny, led the ECIL board of directors to place ECIL into administration under the UK Insolvency Act 1986 and appoint insolvency practitioners from KPMG LLP to take control and management of the UK business. As a result, we have deconsolidated ECIL and are presenting its results as discontinued operations.

We earn revenues on the Rise installment loans, on the Rise and Elastic lines of credit and on the Today Card credit card product. Our revenue primarily consists of finance charges and line of credit fees. Finance charges are driven by our average loan balances outstanding and by the average annual percentage rate (“APR”) associated with those outstanding loan balances. We calculate our average loan balances by taking a simple daily average of the ending loan balances outstanding for each period. Line of credit fees are recognized when they are assessed and recorded to revenue over the life of the loan. We present certain key metrics and other information on a “combined” basis to reflect information related to loans originated by us and by our bank partners that license our brands, Republic Bank, FinWise Bank and Capital Community Bank ("CCB"), as well as loans originated by third-party lenders pursuant to CSO programs, which loans originated through CSO programs are not recorded on our balance sheet in accordance with US GAAP. See “—Key Financial and Operating Metrics” and “—Non-GAAP Financial Measures.”

We use our working capital ~~funds provided by third-party lenders pursuant to CSO programs~~ and our credit facility with Victory Park Management, LLC ("VPC” and the "VPC Facility") to fund the loans we directly make to our Rise ~~customers and provide working capital.~~customers. The VPC Facility has a maximum total borrowing amount available of $200 million at ~~June 30, 2021. See “—Liquidity and Capital Resources—Debt facilities.”~~

March 31, 2022.

We also license our Rise installment loan brand to two banks. FinWise Bank originates Rise installment loans in 17 states. This bank initially provides all of the funding, retains 4% of the balances of all of the loans originated and sells the remaining 96% loan participation in those Rise installment loans to a third-party SPV, EF SPV, Ltd. ("EF SPV"). These loan participation purchases are funded through a separate financing facility (the "EF SPV Facility"), ~~effective February 1, 2019,~~ and through cash flows from operations generated by EF SPV. The EF SPV Facility has a maximum total borrowing amount available of $250 million. We do not own EF SPV, but we have a credit default protection agreement with EF SPV whereby we provide credit protection to the investors in EF SPV against Rise loan losses in return for a credit premium. As the primary beneficiary, Elevate is required to consolidate EF SPV as a variable interest entity ("VIE") under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 96% of the Rise installment loans originated by FinWise Bank and sold to EF SPV.

Beginning in the third quarter of 2020, we also license our Rise installment loan brand to an additional bank, CCB, which originates Rise installment loans in three different states than FinWise Bank. Similar to the relationship with FinWise Bank, CCB initially provides all of the funding, retains 5% of the balances of all of the loans originated and sells the remaining 95% loan participation in those Rise installment loans to a third-party SPV, EC SPV, Ltd. ("EC SPV"). These loan participation purchases are funded through a separate financing facility (the "EC SPV Facility"), and through cash flows from operations generated by EC SPV. The EC SPV Facility has a maximum total borrowing amount available of $100 million. We do not own EC SPV, but we have a credit default protection agreement with EC SPV whereby we provide credit protection to the investors in EC SPV against Rise loan losses in return for a credit premium. As the primary beneficiary, Elevate is required to consolidate EC SPV as a VIE under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 95% of the Rise installment loans originated by CCB and sold to EC SPV.

The Elastic line of credit product is originated by a third-party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all loans originated and sells a 90% loan participation in the Elastic lines of credit. An SPV structure was implemented such that the loan participations are sold by Republic Bank to Elastic SPV, Ltd. (“Elastic SPV”) and Elastic SPV receives its funding from VPC in a separate financing facility (the “ESPV Facility”), which was finalized on July 13, 2015. We do not own Elastic SPV, but we have a credit default protection agreement with Elastic SPV whereby we provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of this agreement, under US GAAP, we are the primary beneficiary of Elastic SPV and are required to consolidate the financial results of Elastic SPV as a VIE in our condensed consolidated financial statements. The ESPV Facility has a maximum total borrowing amount available of $350 million at ~~June 30, 2021. See “—Liquidity and Capital Resources—Debt facilities.”~~March 31, 2022.

Today Card is a credit card product designed to meet the spending needs of non-prime consumers by offering a prime customer experience. Today Card is originated by CCB under the licensed MasterCard brand, and a 95% participation interest in the credit card receivable is sold to us. These credit card receivable purchases are funded through a separate financing facility (the "TSPV Facility"), and through cash flows from operations generated by the Today Card portfolio. The TSPV Facility has a maximum commitment amount of $50 million, which may be increased up to $100 million. As the lowest APR product in our portfolio, Today Card allows us to serve a broader spectrum of non-prime Americans. ~~During 2020, the~~The Today Card experienced significant growth in its portfolio size despite the pandemic due to the success of our direct mail campaigns, the primary marketing channel for acquiring new Today Card customers. We ~~followed~~are following a specific growth plan ~~beginning in 2020~~ to grow the product while monitoring customer responses and credit quality. Customer response to the Today Card is very strong, as we continue to see extremely high response rates, high customer engagement, and positive customer satisfaction scores.

In January 2022, we collaborated with Central Pacific Bank ("CPB") to invest in the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Swell App includes several groundbreaking features to help customers automatically control their spending, tackle debt, and invest in exclusive private market opportunities with as little as $1 thousand. We will help CPB and Swell offer the Swell Credit line of credit product with APRs between 8% and 24%. Our current total investment carrying value in Swell, using equity method accounting, is $5.5 million and we have a non-controlling interest in Swell.

Our management assesses our financial performance and future strategic goals through key metrics based primarily on the following three themes:

•Revenue growth. Key metrics related to revenue growth that we monitor by product include the ending and average combined loan balances outstanding, the effective APR of our product loan portfolios, the total dollar value of loans originated, the number of new customer loans made, the ending number of customer loans outstanding and the related customer acquisition costs (“CAC”) associated with each new customer loan made. We include CAC as a key metric when analyzing revenue growth (rather than as a key metric within margin expansion).

•Stable credit quality. Since the time they were managing our legacy US ~~legacy~~ products, our management team has maintained stable credit quality across the loan portfolio they were managing. Additionally, in the periods covered in this Management's Discussion and Analysis of Financial Condition and Results of Operations, we have ~~improved~~maintained our strong credit ~~quality and lowered our credit losses. The~~quality. With the adoption of fair value for the loans receivable portfolio effective January 1, 2022, the credit quality metrics we monitor include net charge-offs as a percentage of revenues, change in fair value of loans receivable as a percentage of revenues, the percentage of past due combined loans receivable – principal and net principal charge-offs as a percentage of average combined loans receivable-principal. Prior to our adoption of fair value for the loans receivable portfolio effective January 1, 2022, our credit quality metrics also included the combined loan loss reserve as a percentage of outstanding combined loans and total provision for loan losses as a percentage of ~~revenues and the percentage of past due combined loans receivable – principal.~~revenues. Under fair value accounting, a specific loan loss reserve is no longer required to be recognized as a credit loss estimate is a key assumption used in measuring fair value. See “—Non-GAAP Financial Measures” for further information.

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•Margin expansion. We aim to manage our business to achieve a long-term operating margin of 20%. In periods of significant loan portfolio growth, our margins may become compressed due to the upfront costs associated with marketing. Prior to our adoption of fair value for the loans receivable portfolio, we incurred upfront credit provisioning expense associated with loan portfolio growth. When applying fair value accounting, estimated credit loss is a key assumption within the fair value assumptions used each quarter and specific loan loss allowance is no longer required to be recognized. As we continue to rebuild and scale our portfolio from the impacts of COVID-19, we anticipate that our direct marketing costs primarily associated with new customer acquisitions will be approximately 10% of revenues and our operating expenses will decline to 20% of revenues. While our operating margins may exceed 20% in certain years, such as in 2020 when we incurred lower levels of direct marketing expense and materially lower credit losses due to a lack of customer demand for loans resulting from the effects of COVID-19, we do not expect our operating margin to increase beyond that level over the long-term, as we intend to pass on any improvements over our targeted margins to our customers in the form of lower APRs. We believe this is a critical component of our responsible lending platform and over time will also help us continue to attract new customers and retain existing customers.

Election of Fair Value Option

Prior to January 1, 2022, we carried our combined loans receivable portfolio at amortized cost, net of an allowance for estimated loan losses inherent in the combined loan portfolio. Effective January 1, 2022, we elected the fair value option to account for all our combined loan portfolio in conjunction with our early adoption of Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") and the related amendments. We believe the election of the fair value option better reflects the value of our portfolio and its future economic performance as well as more closely aligns with our decision-making processes that relies on unit economics that align with discounted cash flow methodologies that are utilized in fair value accounting. Refer to Note 1 for discussion of the election and its impact on our accounting policies.

In accordance with the transition guidance, on January 1, 2022, we released the allowance for loan losses and measured the combined loans receivable at fair value at adoption. The cumulative-effect adjustment, net of tax, was recognized collectively as a net increase of $98.6 million to opening Retained earnings.

In comparing our current period results under the fair value option to prior periods, it may be helpful to consider that loans receivable are carried at fair value with changes in fair value of loans receivable recorded in the Condensed Consolidated Statements of Operations. The fair value takes into consideration expected lifetime losses of the loans receivable, whereas the prior method incorporated only incurred losses recognized as an allowance for loan losses. As such, changes in credit quality, amongst other significant assumptions, typically have a more significant impact on the carrying value of the combined loans receivable portfolio under the fair value option. See “—Non-GAAP Financial Measures” for further information.

Impact of COVID-19

The COVID-19 pandemic and related restrictive measures taken by governments, businesses and individuals caused unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States, including the markets that we serve. As the restrictive measures have been eased in certain geographic locations, ~~during late 2020 and the first half of 2021,~~ the U.S. economy has begun to recover, and with the availability and distribution of a COVID-19 ~~vaccine,~~vaccines, we anticipate continued improvements in commercial and consumer activity and the U.S. economy. While positive signs exist, we recognize that certain of our customers are experiencing varying degrees of financial distress, which may continue, especially if new COVID-19 variant infections increase and new economic restrictions are mandated.

~~The~~In 2020, we experienced a significant decline in the loan portfolio due to a lack of ~~loan products we and the bank originators provide has experienced significantly decreased~~customer demand ~~and application volume~~ for ~~both new and former customers since the COVID-19 pandemic began, largely because of~~loans resulting from the effects of ~~monetary~~COVID-19 and related government stimulus provided by the US government reducing demand for loan products. While we have experienced an increase in new customer loans in the first half of 2021 compared to a year ago, these events since the COVID-19 pandemic began are resultingprograms. These impacts resulted in a ~~material decrease in revenues compared to a year ago. While we have increased our~~lower level of direct marketing ~~campaigns to acquire new customer loans~~expense and materially lower credit losses during the first half of 2021, our overall loan origination volumes during the first half of 2021 were still below our historical origination volumes due to continued reduction in loan demand for our products. While customer loan demand increased sequentially2020 and continuing into early 2021. Beginning in the second quarter of 2021, we experienced a return of demand for the loan products that we, and the bank originators we ~~believe~~support, offer, resulting in significant growth in the loan portfolio from that point. This significant loan portfolio growth resulted in compressed margins in 2021 due to the upfront costs associated with marketing and credit provisioning expense related to growing and “rebuilding” the loan portfolio from the impacts of COVID-19. We continue to target loan portfolio originations within our target CACs of $250-$300 and credit quality metrics of 45-55% of revenue which, when combined with our expectation of continuing customer loan demand for our portfolio products, we believe will ~~continue to increase during the third quarter, given the uncertainty surrounding the COVID-19 pandemic, we are currently unable to determine if the demand will continue and~~ allow ~~our loan products~~us to return to ~~their~~our historical performance levels prior ~~historical levels.~~to COVID-19 after initially resulting in earnings compression.

In response to the COVID-19 pandemic, we, along with the banks we support, have also expanded our payment flexibility tools to provide payment assistance programs to certain customers who meet the program’s qualifications. These tools include a deferral of payments for an initial period of 30 to 60 days, which we may extend for an additional 30 days, for generally a maximum of 180 days on a cumulative basis. The customer will return to their normal payment schedule after the end of the deferral period with the extension of their maturity date equivalent to their deferral period not to generally exceed an additional 180 days. For Rise installment loans, finance charges continue to accrue at a lower effective APR over the expected extended term of the loan considering the deferral periods provided. For Elastic lines of credit, no fees accrue during the payment deferral period. As a result, the average APR of our products decreased due to the impact of the COVID-19 pandemic and the payment assistance tools that have been implemented.

~~As the economy continues to recover and customers find financial stability, we've seen a decrease in the number of customers in an active payment flexibility program~~

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~~As of~~ ~~June 30, 2021, 2.3% of customers with loan balances outstanding have been provided relief through our COVID-19 payment deferral programs for a total of $9.2 million in loans with deferred payments.~~This is a marked decrease in the volume of customers in an active payment deferral program and compares to $34.6 million in loans with deferred payments, or 8.7% of customers, as of December 31, 2020. We are also seeing that customers generally are meeting their scheduled payments once they exit the payment deferral program as our past due delinquency rate is 7% at ~~June 30, 2021~~ ~~and has remained relatively flat over the past year.~~

Both we and the bank originators are closely monitoring the key credit quality indicators such as payment defaults, continued payment deferrals, and line of credit utilization. While we initially anticipated that the COVID-19 pandemic would have a negative impact on our credit quality, instead the monetary stimulus programs provided by the US government to our customer base have generally allowed customers to continue making payments on their loans. At the beginning of the pandemic, we expected an increase in net charge-offs as compared to prior ~~periods. However, the~~periods but experienced historically low net charge-offs as a percentage of revenue ~~that we experienced~~ in the second half of 2020 ~~has continued into the first half of~~and early 2021. With the increased volume of new customer loans ~~expected to be~~we originated ~~during~~in the ~~second half~~third and fourth quarters of 2021 as we ~~expect~~grew the loan portfolio to a ~~return~~level that approximated our pre-pandemic size and the ending of government assistance, we are experiencing a short-term increase in net charge-offs in excess of our targeted range with an expectation of net charge-offs returning to our targeted range of 45-55% of ~~revenue. Further, we believe that~~revenue as the ~~allowance for loan losses is adequate to absorb the losses inherent~~portfolio becomes more seasoned with a balance of new and returning customers, in the ~~portfolio as~~second half of ~~June 30, 2021, including loans that are part of the payment assistance tools.~~2022.

~~As COVID-19 has continued to impact our office locations, our employee base is working in~~We have implemented a hybrid remote environment ~~in which~~where employees may choose to ~~remain remote~~work primarily from the office or ~~return to~~from home and gather collectively in the office on a limited basis. We have sought to ensure our employees feel secure in their jobs, have flexibility in their work location and have the resources they need to stay safe and healthy. As ana 100% online lending solutions provider, our technology and underwriting platform has continued to serve our customers and the bank originators that we support without any material interruption in services.

COVID-19 has had a significant adverse impact on our business, and while uncertainty still exists, we believe we are well-positioned to operate effectively through the present economic environment and expect continued loan portfolio growth and strong credit quality ~~through~~into the ~~remainder of the~~next year. We will continue assessing our minimum cash and liquidity requirement, monitoring our debt covenant compliance and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle. We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and the American Rescue Plan Act ("ARP Act"), and any further economic relief, stimulus payments or legislation by the federal government.

KEY FINANCIAL AND OPERATING METRICS

As discussed above, we regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and in making strategic decisions.

Certain of our metrics are non-GAAP financial measures. We believe that such metrics are useful in period-to-period comparisons of our core business. However, non-GAAP financial measures are not an alternative to any measure of financial performance calculated and presented in accordance with US GAAP. See “—Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to US GAAP.

Revenues


		As of and for the three months ended June 30,						As of and for the six months ended June 30,							As of and for the three months ended March 31,
Revenue metrics (dollars in thousands, except as noted)	Revenue metrics (dollars in thousands, except as noted)	2021			2020			2021			2020			Revenue metrics (dollars in thousands, except as noted)	2022			2021
Revenues	Revenues	$	84,540		$	117,991		$	174,273		$	280,458		Revenues	$	124,244		$	89,733
Period-over-period change in revenue	Period-over-period change in revenue	(28)		%	(22)		%	(38)		%	(10)		%	Period-over-period change in revenue	38		%	(45)		%
Ending combined loans receivable – principal(1)		$	399,320		$	413,728		399,320			413,728
Average combined loans receivable – principal(1)(2)		$	355,980		$	466,694		367,365			524,932
Ending combined loans receivable – principal(1)														Ending combined loans receivable – principal(1)	$	511,319		$	353,089
Average combined loans receivable – principal(1)(2)														Average combined loans receivable – principal(1)(2)	$	535,857		$	378,877
Total combined loans originated – principal	Total combined loans originated – principal	$	210,401		$	84,502		343,914			321,398			Total combined loans originated – principal	$	205,487		$	133,514
Average customer loan balance (in dollars)(3)		$	1,827		$	1,862		1,827			1,862
Average customer loan balance(3)														Average customer loan balance(3)	$	1,993		$	1,817
Number of new customer loans	Number of new customer loans	38,986			2,815			52,876			38,565			Number of new customer loans	19,303			13,890
Ending number of combined loans outstanding	Ending number of combined loans outstanding	218,543			222,244			218,543			222,244			Ending number of combined loans outstanding	256,615			194,331
Customer acquisition costs (in dollars)		$	271		$	122		283			293
Customer acquisition costs														Customer acquisition costs	$	323		$	316
Effective APR of combined loan portfolio	Effective APR of combined loan portfolio	94		%	101		%	95		%	107		%	Effective APR of combined loan portfolio	93		%	96		%

_________

(1)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to Loans receivable, net, / Loans receivable at fair value, the most directly comparable financial ~~measure~~measures calculated in accordance with US GAAP.

(2)Average combined loans receivable – principal is calculated using an average of daily Combined loans receivable – principal balances.

(3)Average customer loan balance is an average of all three products and is calculated for each product by dividing the ending Combined loans receivable – principal by the number of loans outstanding at period end.

Revenues. Our revenues are composed of Rise finance charges, Rise CSO fees (which are fees we receive from customers who obtain a loan through the CSO program for the credit services, including the loan guaranty, we provide), revenues earned on the Elastic line of credit, and finance charges and fee revenues from the Today Card credit card product. See “—Components of our Results of Operations—Revenues.”

Ending and average combined loans receivable – principal. We calculate the average combined loans receivable – principal by taking a simple daily average of the ending combined loans receivable – principal for each period. Key metrics that drive the ending and average combined loans receivable – principal include the amount of loans originated in a period and the average customer loan balance. All loan balance metrics include only the 90% participation in the related Elastic line of credit advances (we exclude the 10% held by Republic Bank), the 96% participation in FinWise Bank originated Rise installment loans and the 95% participation in CCB originated Rise installment loans and the 95% participation in the CCB originated Today Card credit card receivables, but include the full loan balances on CSO loans, which are not presented on our Condensed Consolidated Balance Sheets.

Total combined loans originated – principal. The amount of loans originated in a period is driven primarily by loans to new customers as well as new loans to prior customers, including refinancing of existing loans to customers in good standing.

Average customer loan balance and effective APR of combined loan portfolio. The average loan amount and its related APR are based on the product and the underlying credit quality of the customer. Generally, better credit quality customers are offered higher loan amounts at lower APRs. Additionally, new customers have more potential risk of loss than prior or existing customers due to lack of payment history and the potential for fraud. As a result, newer customers typically will have lower loan amounts and higher APRs to compensate for that additional risk of loss. The effective APR is calculated based on the actual amount of finance charges generated from a customer loan divided by the average outstanding balance for the loan and can be lower than the stated APR on the loan due to waived finance charges and other reasons. For example, a Rise customer may receive a $2,000 installment loan with a term of 24 months and a stated rate of ~~180%~~130%. In this example, the customer’s monthly installment loan payment would be ~~$310.86.~~$236.72. As the customer can prepay the loan balance at any time with no additional fees or early payment penalty, the customer pays the loan in full in month eight. The customer’s loan earns interest of ~~$2,337.81~~$1,657.39 over the eight-month period and has an average outstanding balance of ~~$1,948.17.~~$1,912.37. The effective APR for this loan is ~~180%~~130% over the eight-month period calculated as follows:

($~~2,337.81~~1,657.39 interest earned / ~~$1,948.17~~$1,912.37 average balance outstanding) x 12 months per year = ~~180%~~130%

8 months

In addition, as an example for Elastic, if a customer makes a $2,500 draw on the customer’s line of credit and this draw required bi-weekly minimum payments of 5% (equivalent to 20 bi-weekly payments), and if all minimum payments are made, the draw would earn finance charges of ~~$1,148.~~$1,125. The effective APR for the line of credit in this example is ~~109%~~107% over the payment period and is calculated as follows:

($~~1,148.00~~1,125.00 fees earned / $1,369.05 average balance outstanding) x 26 bi-weekly periods per year = ~~109%~~107%

20 payments

The actual total revenue we realize on a loan portfolio is also impacted by the amount of prepayments and charged-off customer loans in the portfolio. For a single loan, on average, we typically expect to realize approximately 60% of the revenues that we would otherwise realize if the loan were to fully amortize at the stated APR. From the Rise example above, if we waived ~~$400~~$350 of interest for this customer, the effective APR for this loan would decrease to ~~149%~~103%. From the Elastic example above, if we waived $125 of fees for this customer, the effective APR for this loan would decrease to 95%.

Number of new customer loans. We define a new customer loan as the first loan or advance made to a customer for each of our products (so a customer receiving a Rise installment loan and then at a later date taking their first cash advance on an Elastic line of credit would be counted twice). The number of new customer loans is subject to seasonal fluctuations. New customer acquisition is typically slowest during the first six months of each calendar year, primarily in the first quarter, compared to the latter half of the year, as our existing and prospective customers usually receive tax refunds during this period and, thus, have less of a need for loans from us. Further, many customers will use their tax refunds to prepay all or a portion of their loan balance during this period, so our overall loan portfolio typically decreases during the first quarter of the calendar year. Overall loan portfolio growth and the number of new customer loans tends to accelerate during the summer months (typically June and July), at the beginning of the school year (typically late August to early September) and during the winter holidays (typically late November to early December).

Customer acquisition costs. A key expense metric we monitor related to loan growth is our CAC. This metric is the amount of direct marketing costs incurred during a period divided by the number of new customer loans originated during that same period. New loans to former customers are not included in our calculation of CAC (except to the extent they receive a loan through a different product) as we believe we incur no material direct marketing costs to make additional loans to a prior customer through the same product.

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The following tables summarize the changes in customer loans by product for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.


		Three Months Ended June 30, 2021									Three Months Ended March 31, 2022
		Rise		Elastic		Today					Rise		Elastic		Today
		(Installment Loans)		(Lines of Credit)		(Credit Card)		Total			(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	Beginning number of combined loans outstanding	91,508		90,021		12,802		194,331		Beginning number of combined loans outstanding	134,414		110,628		35,464		280,506
New customer loans originated	New customer loans originated	27,704		6,339		4,943		38,986		New customer loans originated	12,147		4,392		2,764		19,303
Former customer loans originated	Former customer loans originated	14,909		132		—		15,041		Former customer loans originated	15,702		136		—		15,838
Attrition	Attrition	(25,337)		(4,214)		(264)		(29,815)		Attrition	(44,187)		(12,183)		(2,662)		(59,032)
Ending number of combined loans outstanding	Ending number of combined loans outstanding	108,784		92,278		17,481		218,543		Ending number of combined loans outstanding	118,076		102,973		35,566		256,615
Customer acquisition cost		$	294	$	332	$	64	$	271
Average customer loan balance		$	2,122	$	1,599	$	1,199	$	1,827
Customer acquisition cost (in dollars)										Customer acquisition cost (in dollars)	$	330	$	462	$	70	$	323
Average customer loan balance (in dollars)										Average customer loan balance (in dollars)	$	2,341	$	1,806	$	1,376	$	1,993


		Three Months Ended June 30, 2020									Three Months Ended March 31, 2021
		Rise		Elastic		Today					Rise		Elastic		Today
		(Installment Loans)		(Lines of Credit)		(Credit Card)		Total			(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	Beginning number of combined loans outstanding	142,633		134,240		4,613		281,486		Beginning number of combined loans outstanding	103,940		100,105		10,803		214,848
New customer loans originated	New customer loans originated	627		292		1,896		2,815		New customer loans originated	8,656		2,852		2,382		13,890
Former customer loans originated	Former customer loans originated	7,593		9		—		7,602		Former customer loans originated	12,856		94		—		12,950
Attrition	Attrition	(43,728)		(25,988)		57		(69,659)		Attrition	(33,944)		(13,030)		(383)		(47,357)
Ending number of combined loans outstanding	Ending number of combined loans outstanding	107,125		108,553		6,566		222,244		Ending number of combined loans outstanding	91,508		90,021		12,802		194,331
Customer acquisition cost		$	306	$	375	$	22	$	122
Average customer loan balance		$	2,249	$	1,518	$	1,231	$	1,862
Customer acquisition cost (in dollars)										Customer acquisition cost (in dollars)	$	327	$	475	$	83	$	316
Average customer loan balance (in dollars)										Average customer loan balance (in dollars)	$	2,209	$	1,514	$	1,149	$	1,817

Six Months Ended June 30, 2021
Rise Elastic Today
(Installment Loans) (Lines of Credit) (Credit Card) Total
Beginning number of combined loans outstanding 103,940 100,105 10,803 214,848
New customer loans originated 36,360 9,191 7,325 52,876
Former customer loans originated 27,765 226 — 27,991
Attrition (59,281) (17,244) (647) (77,172)
Ending number of combined loans outstanding 108,784 92,278 17,481 218,543
Customer acquisition cost $ 302 $ 376 $ 70 $ 283

Six Months Ended June 30, 2020
Rise Elastic Today Total
(Installment Loans) (Lines of Credit) (Credit Card) Total
Beginning number of combined loans outstanding 152,435 146,317 3,207 301,959
New customer loans originated 25,040 10,057 3,468 38,565
Former customer loans originated 24,149 140 — 24,289
Attrition (94,499) (47,961) (109) (142,569)
Ending number of combined loans outstanding 107,125 108,553 6,566 222,244
Customer acquisition cost $ 309 $ 335 $ 62 $ 293

Recent trends. Our revenues for the three months ended ~~June 30, 2021~~March 31, 2022 totaled ~~$84.5~~$124.2 million, ~~a decrease~~an increase of ~~28%~~38% versus the three months ended ~~June 30, 2020. Additionally,~~March 31, 2021. The increase in quarterly revenue is primarily attributable to higher average combined loans receivable-principal as we saw growth in all of our ~~revenues for~~products in the ~~six months ended June 30, 2021 totaled $174.3 million, down 38% versus~~first quarter of 2022. Rise, Elastic, and the ~~prior year.~~ ~~Both the Rise and Elastic~~Today products experienced a year-over-year ~~decline~~increases in revenues of ~~41%~~38%, 29%, and ~~34%~~254%, respectively, which were attributable to ~~reductions~~increases in year-over-year average loan ~~origination volume and lower effective APRs for~~balances as we focused on growing the ~~loan portfolio due to the economic crisis created by the COVID-19 pandemic~~portfolios beginning in March 2020, which resulted in substantial government assistance to our potential customers that lowered demand for our products. This decline in revenue was partially offset by a year-over-year increase in revenues for the ~~Today Card product, which has more than doubled its average principal balance outstanding year-over year. We believe~~second half of 2021. The Today Card balances increased significantly over the past year ~~despite~~due to an increase in marketing and origination activity during the ~~impact~~second half of ~~COVID-19~~2021, and due to the nature of the product (credit card versus installment loan or line of credit), the lower APR of the product (effective APR of 29% in the second quarter of 2021 compared to Rise at 100% and Elastic at 95%) as customers receiving stimulus payments would be more apt to pay down more expensive forms of credit, and thewhich provides an added convenience of having a credit card for online purchases of day-to-day items such as groceries or clothing (whereas the primary usage of a Rise installment loan or Elastic line of credit is for emergency financial needs such as a medical deductible or automobile repair).

~~Additionally,~~We experienced an increase in new and former customers as demand for the loan products provided by us and the bank originators increased beginning in the second quarter of 2021 and continuing through the first quarter of 2022. This is in contrast to 2020 and early 2021 when the portfolio of loan products ~~we and the bank originators provide has~~ experienced significantly decreased loan demand for both new and former customers ~~since the~~due to COVID-19, ~~pandemic began,~~ including the effects of monetary stimulus provided by the US government reducing demand for loan products. ~~While we have~~All three of our products experienced an increase in ~~new customer loans~~principal loan balances in the first quarter of 2022 compared to a year ~~ago, these events since the COVID-19 pandemic began are resulting in a material decrease in revenues compared to a year~~ ago. We and the bank originators experienced softer demand for the loan products during the first quarter of 2021 due to continued government stimulus programs but experienced strong origination volume, similar to historical origination levels, during the second quarter of 2021, particularly May and June 2021. We anticipate continued strong demand for the loan products for the remainder of the year. Rise and Elastic principal loan balances at ~~June 30, 2021~~March 31, 2022 totaled ~~$230.8~~$276.4 million and ~~$147.6~~$186.0 million, respectively, ~~down~~up roughly $~~10.1~~74.3 million and $~~17.2~~49.7 million, respectively, from a year ago. ~~Conversely,~~ Today Card principal loan balances at ~~June 30, 2021~~March 31, 2022 totaled $~~21.0~~48.9 million, up $~~12.9~~34.2 million from a year ago.

Our CAC was slightly higher in the ~~second~~first quarter of 2022 at $323 as compared to the first quarter of 2021 at ~~$271 as compared to the second quarter of 2020 at $122,~~$316, with the ~~second~~first quarter CAC generally higher than our targeted range of ~~2020 not reflective of our historical CAC~~$250-$300 due to the ~~significant reduction~~seasonal decrease in ~~marketing activity and new~~ loan ~~originations~~demand due to income tax refunds in the ~~COVID-19 pandemic.~~first quarter of each year. The ~~second quarter 2021~~new customer loan volume is being sourced from all our marketing channels including direct mail, strategic partners and digital. We’ve seen a marked improvement in loan volume from our strategic partners channel where we have improved our technology and risk capabilities to interface with the strategic partners via our application programming interface (APIs) that we developed within our new technology platform ("Blueprint") ~~which~~. Blueprint will allow us to more efficiently acquire new customers within our targeted CAC range. We believe our CAC in future quarters, and on an annual basis, will continue to remain within or below our target range of $250 to $300 as we continue to optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generated new customers at a sub-$100 CAC.

Credit quality

As of and for the three months ended June 30, As of and for the six months ended June 30,
Credit quality metrics (dollars in thousands) 2021 2020 2021 2020
Net charge-offs(1)
$ 26,063 $ 58,643 $ 56,953 $ 141,450
Additional provision for loan losses(1)
1,162 (17,166) (8,758) (21,398)
Provision for loan losses $ 27,225 $ 41,477 $ 48,195 $ 120,052
Past due combined loans receivable – principal as a percentage of combined loans receivable – principal(2)
7 % 5 % 7 % 5 %
Net charge-offs as a percentage of revenues(1)
31 % 50 % 33 % 50 %
Total provision for loan losses as a percentage of revenues 32 % 35 % 28 % 43 %
Combined loan loss reserve(3)
$ 40,321 $ 60,594 $ 40,321 $ 60,594
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)
10 % 14 % 10 % 14 %


	As of and for the three months ended March 31,
Credit quality metrics (dollars in thousands), after adoption of fair value	2022			2021 (Pro-forma)(6)
Net charge-offs(1)	$	76,819		$	30,890
Net change in fair value(1)(6)	7,340			4,667
Total change in fair value of loans receivable (6)	$	84,159		$	35,557

Net charge-offs as a percentage of revenues (1)	62		%	34		%
Total change in fair value of loans receivable as a percentage of revenues(6)	68		%	40		%
Percentage past due	11		%	6		%
Fair value premium(6)	10		%	13		%


	As of and for the three months ended March 31,
Credit quality metrics (dollars in thousands), before adoption of fair value	2021
Net charge-offs(2)	$	30,890
Additional provision for loan losses(2)	(9,920)
Provision for loan losses	$	20,970

Total provision for loan losses as a percentage of revenues	23		%
Net charge-offs as a percentage of revenues(2)	34		%
Percentage past due	6		%
Combined loan loss reserve(4)	$	39,159
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)(5)	10		%

_________

(1)Net charge-offs and net change in fair value of loans receivable are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Net change in fair value reflects the adjustment recognized related to the change in the fair value mark during the reported period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Change in fair value of loans receivable, the most directly comparable financial measure calculated in accordance with US GAAP.

(2)Net charge-offs and additional provision for loan losses are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Provision for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.

~~(2)~~(3)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to Loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.

~~(3)~~(4)Combined loan loss reserve is defined as the loan loss reserve for loans originated and owned by us and consolidated VIEs plus the loan loss reserve for loans owned by third-party lenders and guaranteed by us. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loan loss reserve to Allowance for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.

~~(4)~~(5)Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

Net principal charge-offs as a percentage of average combined loans receivable - principal (1)(2)(3)
First
Quarter Second
Quarter Third
Quarter Fourth
Quarter
2021 6% 5% N/A N/A
2020 11% 10% 4% 5%
2019 13% 10% 10% 12%

(6)We have provided pro-forma information reflecting the adoption of fair value in the 2021 financial period to provide comparability to the 2022 financial period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP. The pro-forma fair value adjustments reflect fair value methodology acceptable with US GAAP.


Net principal charge-offs as a percentage of average combined loans receivable - principal (1)(2)(3)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2022	11%	N/A	N/A	N/A
2021	6%	5%	6%	10%
2020	11%	10%	4%	5%

_________

(1)Net principal charge-offs is comprised of gross principal charge-offs less recoveries.

(2)Average combined loans receivable - principal is calculated using an average of daily Combined loans receivable - principal balances during each quarter.

(3)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to ~~Loans receivable, net,~~ the most directly comparable financial measure calculated in accordance with US GAAP.

Net principal charge-offs as a percentage of average combined loans receivable-principal for the first quarter of 2022 is higher than the first quarter of 2021 and consistent with this credit metric during 2019 and the first quarter of 2020. The above chart ~~reflects generally~~depicts the ~~positive impact~~historically low charge-off metrics from the third quarter of 2020 through the third quarter of 2021, due to COVID-19 ~~has had on credit quality. Due to the~~pandemic impacts such as a lack of new customer ~~loan~~ demand, our implementation of payment assistance tools, and government stimulus payments received by our ~~customers,~~customers. Beginning in the fourth quarter of 2021, net principal charge-offs as a percentage of average combined loans receivable-principal have returned to the levels consistent with 2019 due to the increased volume of new customers being originated as we rebuilt the loan portfolio from the impacts of the COVID-19 pandemic in the second half of 2021 and return to a more normalized credit profile.

Upon adoption of fair value for the second quarter of 2021 is half of the second quarter of 2020. As loan originations to new customers return to historical levels pre-pandemic, we expect this quarterly loss ratio to also return to historical levels.

Incombined loans receivable portfolio on January 1, 2022, in reviewing the credit quality of our loan portfolio, we break out our total ~~provision for loan losses~~change in fair value in loans receivable that is presented on our ~~statement~~Condensed Combined Statement of ~~operations~~Operations under US GAAP into two separate items—net charge-offs and ~~additional provision for loan losses.~~net change in fair value. Net charge-offs are indicative of the credit quality of our underlying portfolio, while ~~additional provision for loan losses~~net change in fair value is subject to more fluctuation based on loan portfolio growth ~~recent credit quality trends~~ and changes in assumptions used in the ~~effect of normal seasonality on our business.~~fair value methodology. The ~~additional provision for loan losses~~net change in fair value is the ~~amount needed~~change in the reporting period between the current period fair value mark as compared to ~~adjust~~the beginning of period fair value mark. With all other assumptions held flat and a fair value premium associated with the combined loan ~~loss reserve~~portfolio, we would expect the net change in fair value to be positive in periods of growth in the ~~appropriate amount at~~loan portfolio and expect the ~~end~~net change in fair value to be negative in periods of ~~each month based on our~~attrition in the loan ~~loss reserve methodology.~~portfolio.

Net charge-offs. Net charge-offs comprise gross charge-offs offset by recoveries on prior charge-offs. Gross charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud. Any payments received on loans that have been charged off are recorded as recoveries and reduce the total amount of gross charge-offs. Recoveries are typically less than 10% of the amount charged off, and thus, we do not view recoveries as a key credit quality metric.

Net charge-offs as a percentage of revenues can vary based on several factors, such as whether or not we experience significant growth or lower the APR of our products. Additionally, although a more seasoned portfolio will typically result in lower net charge-offs as a percentage of revenues, we do not intend to drive down this ratio significantly below our historical ratios and would instead seek to offer our existing products to a broader new customer base to drive additional revenues.

Net charge-offs as a percentage of average combined loans receivable-principal allow us to determine credit quality and evaluate loss experience trends across our loan portfolio.

Net change in fair value. Beginning January 1, 2022, we utilize the fair value option on the combined loans receivable portfolio. As such, loans receivables are carried at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recorded in the Condensed Consolidated Statements of Operations. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Hence, another key credit quality metric we monitor is the percentage of past due combined loans receivable – principal, as an increase in past due loans is a consideration in the credit loss assumption used in the fair value assumptions as a significant increase in the percentage of past due loans may indicate a future increase in credit loss in the portfolio. As such, changes in credit quality, amongst other significant assumptions, typically have a more significant impact on the carrying value of the combined loans receivable portfolio under the fair value option. Future cash flows are discounted using a rate of return that we believe a market participant would require. Accrued and unpaid interest and fees are included in Loans receivable at fair value in the Condensed Consolidated Balance Sheets.

Additional provision for loan losses. ~~Additional~~For financial data prior to January 1, 2022, in reviewing the credit quality of our loan portfolio, we broke out our total provision for loan losses that was presented on our statement of operations under US GAAP into two separate items—net charge-offs (as discussed above) and additional provision for loan losses. The additional provision for loan losses is the amount ~~of provision for loan losses~~ needed ~~for a particular period~~ to adjust the combined loan loss reserve to the appropriate ~~level in accordance with~~amount at the end of each month based on our ~~underlying~~ loan loss reserve methodology.

Additional provision for loan losses relates to an increase in ~~future~~ inherent losses in the loan portfolio as determined by our loan loss reserve methodology. This increase could be due to a combination of factors such as an increase in the size of the loan portfolio or a worsening of credit quality or increase in past due loans. It is also possible for the additional provision for loan losses for a period to be a negative amount, which would reduce the amount of the combined loan loss reserve needed (due to a decrease in the loan portfolio or improvement in credit quality). The amount of additional provision for loan losses is seasonal in nature, mirroring the seasonality of our new customer acquisition and overall loan portfolio growth, as discussed above. The combined loan loss reserve typically ~~decreases~~decreased during the first quarter or first half of the calendar year due to a decrease in the loan portfolio from year end. Then, as the rate of growth for the loan portfolio ~~starts~~started to increase during the second half of the year, additional provision for loan losses iswas typically needed to increase the reserve for ~~future~~ losses associated with the loan growth. Because of this, our provision for loan losses ~~can vary~~varied significantly throughout the year without a significant change in the credit quality of our portfolio.

The following provides an example of the application of our loan loss reserve methodology and the break-out of the provision for loan losses between the portion associated with replenishing the reserve due to net charge-offs and the amount related to the additional provision for loan losses. If the beginning combined loan loss reserve were $25 million, and we incurred $10 million of net charge-offs during the period and the ending combined loan loss reserve needed to be $30 million according to our loan loss reserve methodology, our total provision for loan losses would be $15 million, comprising $10 million in net charge-offs (provision needed to replenish the combined loan loss reserve) plus $5 million of additional provision related to an increase in future inherent losses in the loan portfolio identified by our loan loss reserve methodology.

~~Example (dollars in thousands)~~

~~Beginning combined loan loss reserve~~

~~25,000~~

~~Less: Net charge-offs~~

~~(10,000)~~

~~Provision for loan losses:~~

~~Provision for net charge-offs~~

~~10,000~~

~~Additional provision for loan losses~~

~~5,000~~

~~Total provision for loan losses~~

~~15,000~~

~~Ending combined loan loss reserve balance~~

~~30,000~~

Loan loss reserve methodology prior to January 1, 2022. Our loan loss reserve methodology iswas calculated separately for each product and, in the case of Rise loans originated under the state lending model (including CSO program loans), iswas calculated separately based on the state in which each customer resides to account for varying state license requirements that affect the amount of the loan offered, repayment terms and other factors. For each product, loss factors ~~are~~were calculated based on the delinquency status of customer loan balances: current, 1 to 30 days past due, 31 to 60 days past due or 61-120 past due (for Today Card only). These loss factors for loans in each delinquency status ~~are~~were based on average historical loss rates by product (or state) associated with each of these three delinquency categories. Hence, another key credit quality metric we monitor is the percentage of past due combined loans receivable – principal, as an increase in past due loans will cause an increase in our combined loan loss reserve and related additional provision for loan losses to increase the reserve. For customers that are not past due, we further stratify these loans into loss rates by payment number, as a new customer that is about to make a first loan payment has a significantly higher risk of loss than a customer who has successfully made ten payments on an existing loan with us. Based on this methodology, during the past two years we have seen our combined loan loss reserve as a percentage of combined loans receivable fluctuate between approximately 10% and 14% depending on the overall mix of new, former and past due customer loans.

Recent trends. Total ~~loan loss provision~~change in fair value of loans receivable for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and pro-forma three months ended March 31, 2021, was ~~32%~~68% and ~~28%~~40% of revenues, respectively, ~~which was below our targeted range of 45%~~(See “—Non-GAAP Financial Measures” for more information and for a reconciliation to ~~55%, and below the 35% and 43%~~previously reported amounts for 2021 calculated in ~~the respective prior year periods.~~accordance with US GAAP.). Net charge-offs as a percentage of revenues for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 were ~~31%~~62% and ~~33%~~34%, ~~respectively, compared~~respectively. The increase in net charge-offs as a percentage of revenues is due to ~~50%~~the increase in ~~both~~originations beginning in the ~~respective prior year periods. While we initially anticipated that~~second half of 2021 with a heavier mix of new customers into the ~~COVID-19 pandemic would~~loan portfolio which have a ~~negative impact on~~higher credit loss profile than returning customers. We expect the second quarter net charge-offs as a percentage of revenue to be at the high end of our ~~credit quality, instead~~target range of 45-55% of revenue and will return within our target range during the ~~large quantity~~second half of ~~monetary stimulus provided by~~2022 as the ~~US government to our customer base has generally allowed~~mix of new and returning customers ~~to continue making payments on their loans. However, this has also caused weaker customer demand for additional loans resulting~~ in ~~lower overall loan balances and revenues.~~the portfolio normalizes. We continue to monitor the portfolio during the economic recovery resulting from COVID-19 and ~~continue to~~recent macro-economic factors and will adjust our underwriting and credit policies to mitigate any potential negative ~~impacts. In~~impacts as needed.

Past due loan balances at March 31, 2022 were 11% of total combined loans receivable-principal, up from 6% from a year ago, due to the ~~near-term~~number of new customers originated beginning in the second quarter of 2021 which is consistent with our historical past due percentages prior to the pandemic. We, and the bank originators we ~~expect that net charge-offs as a percentage of revenues will~~support, are no longer offering specific COVID-19 payment deferral programs but continue to ~~trend lower than our targeted range of 45%~~offer other payment flexibility programs if certain qualifications are met. We are continuing to ~~55% of revenue. In~~see that most customers are meeting their scheduled payments once they exit the long-term (post-COVID-19) as loan demand returns and the loan portfolio grows, we expect to continue to manage our total loan loss provision as a percentage of revenues to continue to remain within our targeted range of approximately 45% to 55% of revenue.payment deferral program.

5047

Net change in fair value as a percentage of revenue was 6% for both March 31, 2022 and pro-forma March 31, 2021, as the fair value premium was relatively flat with the fair value premiums calculated during the prior reporting periods (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at March 31, 2022 compared to 13% at March 31, 2021 due to the composition of the loan portfolio with an increased mix of newly originated loans at March 31, 2022 as compared to a more mature loan portfolio at March 31, 2021 due to limited origination activity and significant paydowns experienced in the portfolio due to the effects of COVID-19. The key assumptions used in the fair value estimate at March 31, 2022 and 2021 are as follows:


	March 31, 2022
Credit loss rate	17	%
Prepayment rate	27	%
Discount rate	21	%

Total loan loss provision for the three months ended March 31, 2021, and prior to the adoption of fair value, which was below our targeted range of approximately 45% to 55%, was 23% of revenues. Net charge-offs as a percentage of revenues for the three months ended March 31, 2021 was 34% due to reduced demand and limited loan origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans.

The combined loan loss reserve as a percentage of combined loans receivable totaled 10% ~~and 14%~~ as of ~~June 30, 2021 and June 30, 2020, respectively. This year-over-year decrease~~March 31, 2021. The lower historical combined loan loss reserve rate reflects the ~~continued~~ strong credit performance of the ~~portfolio. Past~~portfolio at March 31, 2021 due ~~loan balances at June 30, 2021 were 7% of total combined loans receivable - principal, up from 5% from a year ago but have remained relatively flat over the past year, which is attributable~~ to the ~~COVID-19 payment flexibility tools. We are continuing to see that customers are meeting their scheduled payments once they exit~~mature nature of the ~~payment deferral program as evidenced by our low delinquency rate as of June 30, 2021 which has decreased slightly over the past year. We anticipate the combined~~portfolio resulting from limited new loan ~~loss reserve as a percentage of combined loans receivable will move toward historic norms as we continue to grow our loan portfolio during the second half of~~origination activity in 2020 and early 2021.

We also look at Rise and Elastic principal loan charge-offs (including both credit and fraud losses) by loan vintage as a percentage of combined loans ~~originated - principal.~~originated-principal. As the below table shows, our cumulative principal loan charge-offs for Rise and Elastic through ~~June 30, 2021~~March 31, 2022 for each annual vintage since the 2013 vintage are generally under 30% and continue to generally trend at or slightly below our ~~25%~~20% to ~~30%~~25% long-term targeted range. During 2019, we implemented new fraud tools that have helped lower fraud losses for the 2019 vintage and rolled out our next generation of credit models during the second quarter of 2019 and continued refining the models during the third and fourth quarters of 2019. Our payment deferral programs and monetary stimulus programs provided by the US government in response to the COVID-19 pandemic have also assisted in reducing losses in our 2019 and 2020 vintages coupled with a lower volume of new loan originations in our 2020 vintage. ~~The 2019 and 2020 vintages are both performing better than the 2017 and 2018 vintages.~~ While still ~~very~~ early, we would expect the 2021 vintage to be ~~higher than the 2020~~at or near 2018 levels or slightly lower given the increased volume of new customer loans ~~expected to be~~ originated ~~this year and a return~~during the second half of ~~net charge-offs to our targeted range of 45-55% of revenue.~~2021. It is also possible that the cumulative loss rates on all vintages will increase and may exceed our recent historical cumulative loss experience due to the economic impact of a prolonged crisis resulting from the COVID-19 ~~pandemic.~~

pandemic or the current inflationary environment.

_________

1) The 2020 and 2021 vintages are not yet fully mature from a loss perspective.

2) UK included in the 2013 to 2017 vintages only.

We also look at Today Card principal loan charge-offs (including both credit and fraud losses) by account vintage as a percentage of account principal originations. As the below table shows, our cumulative principal credit card charge-offs through ~~June 30, 2021~~March 31, 2022 for the 2020 annual vintage is under 6%8%. ~~Our~~While our 2021 ~~annual~~account vintage ~~also~~ is ~~trending in line with~~currently performing better than 2020, we expect the 2021 account vintage to have losses higher than the 2020 ~~vintage.~~account vintage based on the volume of new customers originated in the second half of 2021 and the performance of certain segments upon the release of the credit model during 2021. The Today Card requires accounts to be charged off that are more than 120 days past due which results in a longer maturity period for the cumulative loss curve related to this portfolio. Our 2018 and 2019 vintages are considered to be test vintages and were comprised of limited originations volume and not reflective of our current underwriting standards.

5249

~~Margins~~

Three Months Ended June 30, Six Months Ended June 30,
Margin metrics (dollars in thousands) 2021 2020 2021 2020
Revenues $ 84,540 $ 117,991 $ 174,273 $ 280,458
Net charge-offs(1)
(26,063) (58,643) (56,953) (141,450)
Additional provision for loan losses(1)
(1,162) 17,166 8,758 21,398
Direct marketing costs (10,564) (344) (14,947) (11,313)
Other cost of sales (2,905) (1,607) (4,952) (4,277)
Gross profit 43,846 74,563 106,179 144,816
Operating expenses (38,606) (36,498) (76,200) (78,855)
Operating income $ 5,240 $ 38,065 $ 29,979 $ 65,961
As a percentage of revenues:
Net charge-offs 31 % 50 % 33 % 50 %
Additional provision for loan losses 1 (15) (5) (8)
Direct marketing costs 12 — 9 4
Other cost of sales 3 1 3 2
Gross margin 52 63 61 52
Operating expenses 46 31 44 28
Operating margin 6 % 32 % 17 % 24 %

Margins


	Three Months Ended March 31,
Margin metrics (dollars in thousands)	2022			2021
Revenues	$	124,244		$	89,733
Net charge-offs(1)	(76,819)			(30,890)
Change in fair value(1)	(7,340)			—
Additional provision for loan losses(1)	—			9,920
Direct marketing costs	(6,226)			(4,383)
Other cost of sales	(2,882)			(2,047)
Gross profit	30,977			62,333
Operating expenses	(38,281)			(37,594)
Operating income (loss)	$	(7,304)		$	24,739
As a percentage of revenues:
Net charge-offs	62		%	34		%
Change in fair value	6			—
Additional provision for loan losses	—			(11)
Direct marketing costs	5			5
Other cost of sales	2			2
Gross margin	25			69
Operating expenses	31			42
Operating margin	(6)		%	28		%

_________

(1)Non-GAAP measure. See “—Non-GAAP Financial Measures—Net charge-offs and net change in fair value” and “—Non-GAAP Financial Measures—Net charge-offs and additional provision for loan losses.”

Gross margin is calculated as revenues minus cost of sales, or gross profit, expressed as a percentage of revenues, and operating margin is calculated as operating income expressed as a percentage of revenues. Due to the negative impact of COVID-19 on our loan balances and revenue, we are monitoring our profit margins closely. Long-term, we intend to continue to manage the business to a targeted 20% operating margin.

Recent operating margin trends. For the three months ended ~~June 30, 2021,~~March 31, 2022, our operating margin was 6%(6)%, which was a decrease from ~~32%~~28% in the prior year ~~period. For the six months ended June 30, 2021, our operating margin was 17%, which was also~~period, as originally reported, and a decrease ~~from 24%~~of 11% on a pro-forma basis considering the pro-forma adoption of fair value at the beginning of 2021 (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in ~~the prior year period. These~~accordance with US GAAP.). The margin decreases ~~were~~we are experiencing in 2022 are primarily driven by ~~decreased revenue as~~the increased net charge-offs in the first quarter of 2022 due to a ~~result~~higher volume of ~~lower average combined loans receivable-principle, lower effective APRs earned on~~new customers originated in the loan portfolio during the second half of 2021 as we rebuilt the portfolio from the impacts of COVID-19. As the portfolio matures and ~~increased~~we manage the mix of new and returning customers to the portfolio, we would expect our net charge-offs to return to our target range of 45-55% and our gross margin to normalize in future periods with our past historical performance. The margins achieved in the first quarter of 2021 are not reflective of our historical performance due to the limited origination activity in the loan portfolio during 2020 and early 2021 due to a lack of customer demand resulting from the effects of COVID-19 and related government stimulus programs. These impacts resulted in a lower level of direct marketing expense and ~~origination expenses as we grow our loan portfolio and acquire new customers.~~materially lower credit losses during the first quarter of 2021 leading to an outsized gross margin for the period.

Our operating expense metrics have been negatively impacted by the COVID-19 pandemic and its impact on loan balances and revenue. We began to see improvements in our operating expense metric in the third and fourth quarter of 2021 due to the growth in the portfolio and associated increase in revenue during those periods as we continued to manage and maintain a relatively consistent operating expense during the latter half of the year and into the first quarter of 2022. In the short term, with the continued growth in the loan portfolio expected in 2022, we expect our expense metrics to continue to ~~be negatively impacted in the short term~~improve and move toward our target range as we ~~continue to~~ focus on growth to increase our new and former customer loan volume and ~~grow our~~continue to scale the overall loan portfolio. ~~However, management will continue to look for opportunities to reduce our expenses to help offset~~In the ~~increased loan origination and direct marketing expenses~~long term, as we ~~continue~~grow the loan portfolio while actively managing our operating expenses, we expect to ~~experience lower revenues as a result~~see our operating expense metrics return to approximately 20% of ~~the COVID-19 pandemic.~~revenue.

NON-GAAP FINANCIAL MEASURES

We believe that the inclusion of the following non-GAAP financial measures in this Quarterly Report on Form 10-Q can provide a useful measure for period-to-period comparisons of our core business, provide transparency and useful information to investors and others in understanding and evaluating our operating results, and enable investors to better compare our operating performance with the operating performance of our competitors. Management uses these non-GAAP financial measures frequently in its decision-making because they provide supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and give an additional indication of our core operating performance. However, non-GAAP financial measures are not a measure calculated in accordance with US generally accepted accounting principles, or US GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with US GAAP. Other companies may calculate these non-GAAP financial measures differently than we do.

~~Adjusted Earnings~~

There was no difference between reported net income (loss) from continuing operations and Adjusted earnings for the second quarter and first half of 2021. Adjusted earnings for the three and six months ended June 30, 2020 represent our net income (loss) from continuing operations adjusted to exclude:

•~~Contingent loss related to a legal matter~~

•~~Cumulative tax effect of adjustments~~

~~Adjusted diluted earnings (loss) per share is Adjusted earnings divided by Diluted weighted average shares outstanding.~~

The following table presents a reconciliation of net income (loss) from continuing operations and diluted earnings (loss) per share to Adjusted earnings and Adjusted diluted earnings (loss) per share, which excludes the impact of the contingent loss for each of the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands except per share amounts) 2021 2020 2021 2020
Net income (loss) from continuing operations $ (3,045) $ 16,093 $ 9,671 $ 24,015
Impact of contingent loss related to a legal matter — 1,422 — 5,685
Cumulative tax effect of adjustments — (395) — (1,580)
Adjusted earnings (loss) $ (3,045) $ 17,120 $ 9,671 $ 28,120

Diluted earnings (loss) per share - continuing operations $ (0.09) $ 0.38 $ 0.27 $ 0.56
Impact of contingent loss related to a legal matter — 0.03 — 0.13
Cumulative tax effect of adjustments — (0.01) — (0.04)
Adjusted diluted earnings (loss) per share $ (0.09) $ 0.40 $ 0.27 $ 0.65

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents our net income (loss) ~~from continuing operations,~~ adjusted to exclude:

•Net interest expense primarily associated with notes payable under the ~~VPC Facility, ESPV Facility, EF SPV Facility and EC SPV Facility~~debt facilities used to fund the loan portfolios;

•Share-based compensation;

•Depreciation and amortization expense on fixed assets and intangible assets;

•Gains ~~and~~or losses from ~~dispositions or a contingent loss~~an equity method investment;

•Settlement related to a legal matter included in non-operating ~~(income) loss;~~income; and

•Income taxes.

Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful supplemental measures to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) ~~from continuing operations~~ or any other performance measure derived in accordance with US GAAP. Our use of Adjusted EBITDA and Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect expected cash capital expenditure requirements for such replacements or for new capital assets;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

•Adjusted EBITDA does not reflect interest associated with notes payable used for funding the loan portfolios, for other corporate purposes or tax payments that may represent a reduction in cash available to us.

The following table presents a reconciliation of net income (loss) ~~from continuing operations~~ to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021			2020			2021			2020			(Dollars in thousands)	2022			2021
Net income (loss) from continuing operations		$	(3,045)		$	16,093		$	9,671		$	24,015
Net income (loss)														Net income (loss)	$	(13,923)		$	12,716
Adjustments:	Adjustments:													Adjustments:
Net interest expense	Net interest expense	8,567			12,177			17,353			25,833			Net interest expense	12,170			8,786
Share-based compensation	Share-based compensation	1,787			2,599			3,389			5,347			Share-based compensation	1,658			1,602

Depreciation and amortization	Depreciation and amortization	4,552			4,529			9,795			8,825			Depreciation and amortization	3,761			5,243

Non-operating (income) loss		(510)			1,422			(717)			5,685
Income tax expense		228			8,373			3,672			10,428
Equity method investment loss														Equity method investment loss	344			—
Non-operating income														Non-operating income	(1,666)			(207)
Income tax expense (benefit)														Income tax expense (benefit)	(4,229)			3,444
Adjusted EBITDA	Adjusted EBITDA	$	11,579		$	45,193		$	43,163		$	80,133		Adjusted EBITDA	$	(1,885)		$	31,584

Adjusted EBITDA margin	Adjusted EBITDA margin	13.7		%	38.3		%	24.8		%	28.6		%	Adjusted EBITDA margin	(1.5)		%	35.2		%

Unaudited pro-forma condensed consolidated financial information

The following unaudited pro-forma condensed consolidated statement of operations information reflects the adoption of ASU 2016-13 as of January 1, 2021. Management has made significant estimates and assumptions in its determination of the pro-forma accounting adjustments based on certain currently available information and certain assumptions and methodologies that we believe are reasonable and consistent with US GAAP. Management believes the pro-forma financial information is a useful supplemental measure to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.


	Three Months Ended March 31, 2021
(Dollars in thousands)	As reported			Fair value adjustments		Pro-forma financial information
Revenues	$	89,733		$	—	$	89,733
Cost of sales:
Provision for loan losses	20,970			(20,970)		—
Change in fair value of loans receivable	—			35,557		35,557
Direct marketing and other costs of sales	6,430			—		6,430
Total costs of sales	27,400			14,587		41,987
Gross profit	62,333			(14,587)		47,746
Total operating expenses	37,594			—		37,594
Operating income	24,739			(14,587)		10,152

Total other expense	(8,579)			—		(8,579)
Income before taxes	16,160			(14,587)		1,573
Income tax expense	3,444			(2,940)		504
Net income	$	12,716		$	(11,647)	$	1,069

Basic earnings per share	$	0.35		$	(0.32)	$	0.03
Diluted earnings per share	$	0.34		$	(0.31)	$	0.03

Adjusted EBITDA	$	31,584		$	(14,587)	$	16,997
Adjusted EBITDA margin	35.2		%			18.9		%

Free cash flow

Free cash flow (“FCF”) represents our net cash provided by ~~continuing~~ operating activities, adjusted to include:

•Net charge-offs – combined principal loans; and

•Capital expenditures.

The following table presents a reconciliation of net cash provided by ~~continuing~~ operating activities to FCF for each of the periods indicated:


		Six Months Ended June 30,					Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021		2020		(Dollars in thousands)	2022		2021

Net cash provided by continuing operating activities(1)		$	66,687	$	131,244
Net cash provided by operating activities(1)						Net cash provided by operating activities(1)	$	49,935	$	31,880
Adjustments:	Adjustments:					Adjustments:
Net charge-offs – combined principal loans	Net charge-offs – combined principal loans	(41,745)		(108,532)		Net charge-offs – combined principal loans	(59,793)		(22,632)
Capital expenditures	Capital expenditures	(7,563)		(9,508)		Capital expenditures	(6,277)		(3,383)
FCF	FCF	$	17,379	$	13,204	FCF	$	(16,135)	$	5,865

_________

(1)Net cash provided by ~~continuing~~ operating activities includes net charge-offs – combined finance charges.

Net charge-offs and ~~additional provision for loan losses~~net change in fair value

We break out our total ~~provision for loan losses~~change in fair value into two separate items—first, the amount related to net charge-offs, and second, ~~the additional provision for loan losses~~net change in fair value needed to adjust the ~~combined loan loss reserve to~~current period fair value mark from the ~~appropriate amount at~~fair value mark from the ~~end~~beginning of ~~each month based on our loan loss provision methodology.~~the reporting period. We believe this presentation provides more detail related to the components of our total ~~provision for loan losses~~change in fair value when analyzing the gross margin of our business.

Net change in fair value. The net change in fair value is the change in the reporting period between the current period fair value mark as compared to the beginning of period fair value mark. With all other assumptions held flat and fair value premium associated with the combined loan portfolio, we would expect the net change in fair value to be positive in periods of growth in the loan portfolio and expect the net change in fair value to be negative in periods of attrition in the loan portfolio.


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021 (pro-forma)(1)

Net charge-offs	$	76,819	$	30,890
Net change in fair value	7,340		4,667
Total change in fair value of loans receivable	$	84,159	$	35,557

_________

(1)We have provided pro-forma information reflecting the adoption of fair value in the 2021 financial period to provide comparability to the 2022 financial period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP. The pro-forma fair value adjustments reflect fair value methodology acceptable with US GAAP.

Net charge-offs and additional provision for loan losses

We break out our total provision for loan losses into two separate items—first, the amount related to net charge-offs, and second, the additional provision for loan losses needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss provision methodology. We believe this presentation provides more detail related to the components of our total provision for loan losses when analyzing the gross margin of our business.

Additional provision for loan losses. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology.

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands) 2021 2020 2021 2020
Net charge-offs $ 26,063 $ 58,643 $ 56,953 $ 141,450
Additional provision for loan losses 1,162 (17,166) (8,758) (21,398)
Provision for loan losses $ 27,225 $ 41,477 $ 48,195 $ 120,052


	Three Months Ended March 31,
(Dollars in thousands)	2021

Net charge-offs	$	30,890
Additional provision for loan losses	(9,920)
Provision for loan losses	$	20,970

Combined loan information

Beginning in the fourth quarter of 2018, we started licensing our Rise installment loan brand to a third-party lender, FinWise Bank, which originates Rise installment loans in 17 states. FinWise Bank retains 4% of the balances of all the loans originated and sells a 96% participation to a third-party SPV, EF SPV, Ltd. We do not own EF SPV, but we are required to consolidate EF SPV as a VIE under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 96% of Rise installment loans originated by FinWise Bank and sold to EF SPV.

Beginning in 2018, we started licensing the Today Card brand and our underwriting services and platform to launch a credit card product originated by CCB, which initially provides all of the funding for that product. CCB retains 5% of the credit card receivable balance of all the receivables originated and sells a 95% participation in the Today Card credit card receivables to us. The Today Card program ~~was expanded beginning~~began expanding in 2020.

The information presented in the tables below on a combined basis are non-GAAP measures based on a combined portfolio of loans, which includes the total amount of outstanding loans receivable that we own and that are on our balance sheets plus outstanding loans receivable originated and owned by third parties that we guarantee pursuant to CSO programs in which we participate. There were no new loan originations in 2021 under our CSO programs, but we continued to have obligations as the CSO until the wind-down of this portfolio was completed in the third quarter of 2021. See “—Basis of Presentation and Critical Accounting Policies—Allowance and liability for estimated losses on consumer ~~loans” and “—Basis of Presentation and Critical Accounting Policies—Liability for estimated losses on credit service organization~~ loans.”

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential loan losses and the opportunity for revenue performance of the combined loan portfolio on an aggregate basis. We also believe that the comparison of the combined amounts from period to period is more meaningful than comparing only the amounts reflected on our balance sheet since both revenues and cost of sales as reflected in our financial statements are impacted by the aggregate amount of loans we own and those CSO loans we ~~guarantee.~~guaranteed.

Our use of total combined loans and fees receivable has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

•Rise CSO loans ~~are~~were originated and owned by a third-party ~~lender~~lender; and

•Rise CSO loans ~~are~~were funded by a third-party lender and ~~are~~were not part of the VPC Facility.

As of each of the period ends indicated, the following table presents a reconciliation of:

•Loans receivable, net and at fair value, Company owned (which reconciles to our Condensed Consolidated Balance Sheets included elsewhere in this Quarterly Report on Form 10-Q);

•Loans receivable, net, guaranteed by the Company (as disclosed in Note 3 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q);

•Combined loans receivable (which we use as a non-GAAP measure); and

•Combined loan loss reserve (which we use as a non-GAAP measure).

5655


	2021												2022
(Dollars in thousands)	March 31			June 30			September 30			December 31			March 31
Company Owned Loans:
Loans receivable – principal, current, company owned	$	331,251		$	372,068		$	466,140		$	501,552		$	457,259
Loans receivable – principal, past due, company owned	21,678			27,231			46,730			57,207			54,060
Loans receivable – principal, total, company owned	352,929			399,299			512,870			558,759			511,319
Loans receivable – finance charges, company owned	21,393			19,157			22,960			23,602			22,991
Loans receivable – company owned	374,322			418,456			535,830			582,361			534,310
Allowance for loan losses on loans receivable, company owned(5)	(39,037)			(40,314)			(56,209)			(71,204)			—
Fair value adjustment, loans receivable- principal	—			—			—			—			49,844
Loans receivable, net, company owned / Loans receivable at fair value	$	335,285		$	378,142		$	479,621		$	511,157		$	584,154
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company	$	145		$	17		$	—		$	—		$	—
Loans receivable – principal, past due, guaranteed by company	15			4			—			—			—
Loans receivable – principal, total, guaranteed by company(1)	160			21			—			—			—
Loans receivable – finance charges, guaranteed by company(2)	22			4			—			—			—
Loans receivable – guaranteed by company	182			25			—			—			—
Liability for losses on loans receivable, guaranteed by company	(122)			(7)			—			—			—
Loans receivable, net, guaranteed by company(3)	$	60		$	18		$	—		$	—		$	—
Combined Loans Receivable(3):
Combined loans receivable – principal, current	$	331,396		$	372,085		$	466,140		$	501,552		$	457,259
Combined loans receivable – principal, past due	21,693			27,235			46,730			57,207			54,060
Combined loans receivable – principal	353,089			399,320			512,870			558,759			511,319
Combined loans receivable – finance charges	21,415			19,161			22,960			23,602			22,991
Combined loans receivable	$	374,504		$	418,481		$	535,830		$	582,361		$	534,310
Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned(5)	$	(39,037)		$	(40,314)		$	(56,209)		$	(71,204)		$	—
Liability for losses on loans receivable, guaranteed by company	(122)			(7)			—			—			—
Combined loan loss reserve(5)	$	(39,159)		$	(40,321)		$	(56,209)		$	(71,204)		$	—
Combined loans receivable – principal, past due(3)	$	21,693		$	27,235		$	46,730		$	57,207		$	54,060
Combined loans receivable – principal(3)	353,089			399,320			512,870			558,759			511,319
Percentage past due(1)	6		%	7		%	9		%	10		%	11		%
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)(5)	10		%	10		%	11		%	12		%	—		%
Allowance for loan losses as a percentage of loans receivable – company owned(5)	10		%	10		%	11		%	12		%	—		%
Fair value adjustment, combined loans receivable- principal(6)	$	44,458		$	51,078		$	50,036		$	57,184		$	49,844

Combined loans receivable at fair value(6)	418,962			469,559			585,866			639,545			584,154
Fair value as a percentage of combined loans receivable- principal(3)(6)	113		%	113		%	110		%	110		%	110		%

2020 2021
(Dollars in thousands) June 30 September 30 December 31 March 31 June 30
Company Owned Loans:
Loans receivable – principal, current, company owned $ 387,939 $ 346,380 $ 372,320 $ 331,251 $ 372,068
Loans receivable – principal, past due, company owned 18,917 21,354 25,563 21,678 27,231
Loans receivable – principal, total, company owned 406,856 367,734 397,883 352,929 399,299
Loans receivable – finance charges, company owned 25,606 24,117 25,348 21,393 19,157
Loans receivable – company owned 432,462 391,851 423,231 374,322 418,456
Allowance for loan losses on loans receivable, company owned (59,438) (49,909) (48,399) (39,037) (40,314)
Loans receivable, net, company owned $ 373,024 $ 341,942 $ 374,832 $ 335,285 $ 378,142
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company $ 6,755 $ 9,129 $ 1,795 $ 145 $ 17
Loans receivable – principal, past due, guaranteed by company 117 314 144 15 4
Loans receivable – principal, total, guaranteed by company(1)
6,872 9,443 1,939 160 21
Loans receivable – finance charges, guaranteed by company(2)
550 679 299 22 4
Loans receivable – guaranteed by company 7,422 10,122 2,238 182 25
Liability for losses on loans receivable, guaranteed by company (1,156) (1,421) (680) (122) (7)
Loans receivable, net, guaranteed by company(2)
$ 6,266 $ 8,701 $ 1,558 $ 60 $ 18
Combined Loans Receivable(3):
Combined loans receivable – principal, current $ 394,694 $ 355,509 $ 374,115 $ 331,396 $ 372,085
Combined loans receivable – principal, past due 19,034 21,668 25,707 21,693 27,235
Combined loans receivable – principal 413,728 377,177 399,822 353,089 399,320
Combined loans receivable – finance charges 26,156 24,796 25,647 21,415 19,161
Combined loans receivable $ 439,884 $ 401,973 $ 425,469 $ 374,504 $ 418,481
Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned $ (59,438) $ (49,909) $ (48,399) $ (39,037) $ (40,314)
Liability for losses on loans receivable, guaranteed by company (1,156) (1,421) (680) (122) (7)
Combined loan loss reserve $ (60,594) $ (51,330) $ (49,079) $ (39,159) $ (40,321)
Combined loans receivable – principal, past due(3)
$ 19,034 $ 21,668 $ 25,707 $ 21,693 $ 27,235
Combined loans receivable – principal(3)
$ 413,728 $ 377,177 $ 399,822 $ 353,089 $ 399,320
Percentage past due(1)
5 % 6 % 6 % 6 % 7 %
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)
14 % 13 % 12 % 10 % 10 %
Allowance for loan losses as a percentage of loans receivable – company owned 14 % 13 % 11 % 10 % 10 %

_________

(1)Represents loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements. The wind-down of the CSO program was completed in the third quarter of 2021.

(2)Represents finance charges earned by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements. The wind-down of the CSO program was completed in the third quarter of 2021.

(3)Non-GAAP measure

(4)Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

(5)Effective January 1, 2022, upon the election to carry the loan portfolio at fair value, a combined loan loss reserve and allowance for loan losses is no longer required as a loan loss assumption has been included in the fair value assumptions for the loan portfolio.

(6)The periods of March 31, 2021 to December 31, 2021 include pro-forma adjustments reflecting the combined loans receivable at fair value consistent with a fair value methodology acceptable with U.S. GAAP.

5756

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

Our revenues are composed of Rise finance charges and CSO fees (inclusive of finance charges attributable to the participation in Rise installment loans originated by FinWise Bank and CCB), cash advance fees attributable to the participation in Elastic lines of credit that we consolidate, finance charges and fee revenues related to the Today Card credit card product (inclusive of finance charges attributable to the participations in the credit card receivables originated by CCB), and marketing and licensing fees received from third-party lenders related to the Rise, Rise CSO, Elastic, and Today Card products. See “—Overview” above for further information on the structure of Elastic.

Cost of sales

Change in Fair value. Beginning January 1, 2022, we elected the fair value option for our loans receivable portfolio. As such, loans receivable are carried at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recorded in the Condensed Consolidated Statements of Operations. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that we believe a market participant would require.

Provision for loan losses. ~~Provision~~Prior to January 1, 2022, provision for loan losses consists of amounts charged against income during the period related to net charge-offs and the additional provision for loan losses needed to adjust the loan loss reserve to the appropriate amount at the end of each month based on our loan loss methodology.

Direct marketing costs. Direct marketing costs consist of online marketing costs such as sponsored search and advertising on social networking sites, and other marketing costs such as purchased television and radio advertising and direct mail print advertising. In addition, direct marketing cost includes affiliate costs paid to marketers in exchange for referrals of potential customers. All direct marketing costs are expensed as incurred.

Other cost of sales. Other cost of sales includes data verification costs associated with the underwriting of potential customers and automated clearing house (“ACH”) transaction costs associated with customer loan funding and payments.

Operating expenses

Operating expenses consist of compensation and benefits, professional services, selling and marketing, occupancy and equipment, depreciation and amortization as well as other miscellaneous expenses.

Compensation and benefits. Salaries and personnel-related costs, including benefits, bonuses and share-based compensation expense, comprise a majority of our operating expenses and these costs are driven by our number of employees.

Professional services. These operating expenses include costs associated with legal, accounting and auditing, recruiting and outsourced customer support and collections.

Selling and marketing. Selling and marketing costs include costs associated with the use of agencies that perform creative services and monitor and measure the performance of the various marketing channels. Selling and marketing costs also include the production costs associated with media advertisements that are expensed as incurred over the licensing or production period. These expenses do not include direct marketing costs incurred to acquire customers, which comprises CAC.

Occupancy and equipment. Occupancy and equipment include rent expense on our leased facilities, as well as telephony and web hosting expenses.

Depreciation and amortization. We capitalize all acquisitions of property and equipment of $500 or greater as well as certain software development costs. Costs incurred in the preliminary stages of software development are expensed. Costs incurred thereafter, including external direct costs of materials and services as well as payroll and payroll-related costs, are capitalized. Post-development costs are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.

Other expense

Net interest expense. Net interest expense primarily includes the interest expense associated with the VPC Facility that funds the Rise installment loans, the ESPV Facility related to the Elastic lines of credit and related Elastic SPV entity, ~~and~~ the EF SPV and EC SPV Facilities that fund Rise installment loans originated by FinWise Bank and CCB, ~~respectively.~~respectively, the TSPV facility used to fund credit card receivable purchases, and the Pine Hill subordinated debt facility used to fund working capital. Interest expense also includes any amortization of deferred debt issuance cost and prepayment penalties incurred associated with the debt facilities.

Equity method investment gain or loss

. Equity method investment loss includes our portion of the earnings or loss associated with an investment in an unconsolidated subsidiary beginning in the first quarter of 2022.

STATEMENTS OF OPERATIONS

The following table sets forth our condensed consolidated statements of operations data for each of the periods indicated. ~~Effective June 29, 2020, ECIL was placed into administration in the UK, and we deconsolidated ECIL and present it as discontinued operations for all periods presented.~~


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
Condensed consolidated statements of operations data (Dollars in thousands)	Condensed consolidated statements of operations data (Dollars in thousands)	2021		2020		2021		2020		Condensed consolidated statements of operations data (Dollars in thousands)	2022		2021

Revenues	Revenues	$	84,540	$	117,991	$	174,273	$	280,458	Revenues	$	124,244	$	89,733
Cost of sales:	Cost of sales:									Cost of sales:
Change in fair value of loans receivable										Change in fair value of loans receivable	84,159		—
Provision for loan losses	Provision for loan losses	27,225		41,477		48,195		120,052		Provision for loan losses	—		20,970
Direct marketing costs	Direct marketing costs	10,564		344		14,947		11,313		Direct marketing costs	6,226		4,383
Other cost of sales	Other cost of sales	2,905		1,607		4,952		4,277		Other cost of sales	2,882		2,047
Total cost of sales	Total cost of sales	40,694		43,428		68,094		135,642		Total cost of sales	93,267		27,400
Gross profit	Gross profit	43,846		74,563		106,179		144,816		Gross profit	30,977		62,333
Operating expenses:	Operating expenses:									Operating expenses:
Compensation and benefits	Compensation and benefits	18,585		16,844		37,593		40,318		Compensation and benefits	20,089		19,008
Professional services	Professional services	8,659		8,471		15,738		16,397		Professional services	6,959		7,079
Selling and marketing	Selling and marketing	710		904		1,243		1,858		Selling and marketing	809		533
Occupancy and equipment	Occupancy and equipment	5,289		4,843		10,245		9,479		Occupancy and equipment	5,873		4,956
Depreciation and amortization	Depreciation and amortization	4,552		4,529		9,795		8,825		Depreciation and amortization	3,761		5,243
Other	Other	811		907		1,586		1,978		Other	790		775
Total operating expenses	Total operating expenses	38,606		36,498		76,200		78,855		Total operating expenses	38,281		37,594
Operating income		5,240		38,065		29,979		65,961
Operating income (loss)										Operating income (loss)	(7,304)		24,739
Other expense:	Other expense:									Other expense:
Net interest expense	Net interest expense	(8,567)		(12,177)		(17,353)		(25,833)		Net interest expense	(12,170)		(8,786)
Equity method investment loss										Equity method investment loss	(344)		—

Non-operating income										Non-operating income	1,666		207
Total other expense										Total other expense	(10,848)		(8,579)
Income (loss) before taxes										Income (loss) before taxes	(18,152)		16,160
Income tax expense (benefit)										Income tax expense (benefit)	(4,229)		3,444

Non-operating income (loss)		510		(1,422)		717		(5,685)
Total other expense		(8,057)		(13,599)		(16,636)		(31,518)
Income (loss) from continuing operations before taxes		(2,817)		24,466		13,343		34,443
Income tax expense		228		8,373		3,672		10,428
Net income (loss) from continuing operations		(3,045)		16,093		9,671		24,015
Net loss from discontinued operations		—		(7,540)		—		(20,373)
Net income (loss)	Net income (loss)	$	(3,045)	$	8,553	$	9,671	$	3,642	Net income (loss)	$	(13,923)	$	12,716

5958


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
As a percentage of revenues	As a percentage of revenues	2021		2020		2021		2020		As a percentage of revenues	2022		2021
Revenues	Revenues									Revenues
Cost of sales:	Cost of sales:									Cost of sales:
Change in fair value of loans receivable										Change in fair value of loans receivable	68	%	—	%
Provision for loan losses	Provision for loan losses	32	%	35	%	28	%	43	%	Provision for loan losses	—		23
Direct marketing costs	Direct marketing costs	12		—		9		4		Direct marketing costs	5		5
Other cost of sales	Other cost of sales	3		1		3		2		Other cost of sales	2		2
Total cost of sales	Total cost of sales	48		37		39		48		Total cost of sales	75		31
Gross profit	Gross profit	52		63		61		52		Gross profit	25		69
Operating expenses:	Operating expenses:									Operating expenses:
Compensation and benefits	Compensation and benefits	22		14		22		14		Compensation and benefits	16		21
Professional services	Professional services	10		7		9		6		Professional services	6		8
Selling and marketing	Selling and marketing	1		1		1		1		Selling and marketing	1		1
Occupancy and equipment	Occupancy and equipment	6		4		6		3		Occupancy and equipment	5		6
Depreciation and amortization	Depreciation and amortization	5		4		6		3		Depreciation and amortization	3		6
Other	Other	1		1		1		1		Other	1		1
Total operating expenses	Total operating expenses	46		31		44		28		Total operating expenses	31		42
Operating income		6		32		17		24
Operating income (loss)										Operating income (loss)	(6)		28
Other expense:	Other expense:									Other expense:
Net interest expense	Net interest expense	(10)		(10)		(10)		(9)		Net interest expense	(10)		(10)
Equity method investment loss										Equity method investment loss	—		—

Non-operating income										Non-operating income	1		—
Total other expense										Total other expense	(9)		(10)
Income (loss) before taxes										Income (loss) before taxes	(15)		18
Income tax expense (benefit)										Income tax expense (benefit)	(3)		4

Non-operating income (loss)		1		(1)		—		(2)
Total other expense		(10)		(12)		(10)		(11)
Income (loss) from continuing operations before taxes		(3)		21		8		12
Income tax expense		—		8		2		4
Net income (loss) from continuing operations		(4)		14		6		9
Net loss from discontinued operations		—		(6)		—		(7)
Net income (loss)	Net income (loss)	(4)	%	7	%	6	%	1	%	Net income (loss)	(11)	%	14	%

6059

Comparison of the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Revenues


		Three Months Ended June 30,													Three Months Ended March 31,
		2021				2020				Period-to-period change					2022				2021				Period-to-period change
(Dollars in thousands)	(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage		(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Finance charges	Finance charges	$	83,714	99	%	$	117,803	100	%	$	(34,089)	(29)	%	Finance charges	$	122,752	99	%	$	89,223	99	%	$	33,529	38	%
Other	Other	826		1		188		—		638		339		Other	1,492		1		510		1		982		193
Revenues	Revenues	$	84,540	100	%	$	117,991	100	%	$	(33,451)	(28)	%	Revenues	$	124,244	100	%	$	89,733	100	%	$	34,511	38	%

Revenues ~~decreased~~increased by ~~$33.5~~$34.5 million, or ~~28%~~38%, from ~~$118.0~~$89.7 million for the three months ended ~~June 30, 2020~~March 31, 2021 to ~~$84.5~~$124.2 million for the three months ended June 30, 2021. Total revenue from both the Rise and Elastic products decreased for the three months ended June 30, 2021 compared to the same time period in 2020. This decrease was partially offset by anMarch 31, 2022. The increase in ~~total~~ revenue ~~for the Today Card due~~is primarily attributable to ~~the~~higher average combined loans receivable-principal as we saw growth in all of ~~this portfolio~~our products year over ~~the past~~ year.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:


		Three Months Ended June 30, 2021													Three Months Ended March 31, 2022
		Rise(1)			Elastic			Today							Rise			Elastic			Today
(Dollars in thousands)	(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total			(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	Average combined loans receivable – principal(2)	$	204,625		$	133,629		$	17,726		$	355,980		Average combined loans receivable – principal(2)	$	295,251		$	190,714		$	49,892		$	535,857
Effective APR	Effective APR	100		%	95		%	29		%	94		%	Effective APR	102		%	95		%	33		%	93		%
Finance charges	Finance charges	$	50,834		$	31,618		$	1,262		$	83,714		Finance charges	$	74,288		$	44,460		$	4,004		$	122,752
Other	Other	199			111			516			826			Other	88			77			1,327			1,492
Total revenue	Total revenue	$	51,033		$	31,729		$	1,778		$	84,540		Total revenue	$	74,376		$	44,537		$	5,331		$	124,244

		Three Months Ended June 30, 2020													Three Months Ended March 31, 2021
		Rise(1)			Elastic			Today							Rise(1)			Elastic			Today
(Dollars in thousands)	(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total			(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	Average combined loans receivable – principal(2)	$	273,898		$	185,626		$	7,170		$	466,694		Average combined loans receivable – principal(2)	$	217,679		$	147,063		$	14,135		$	378,877
Effective APR	Effective APR	110		%	90		%	27		%	101		%	Effective APR	100		%	95		%	32		%	96		%
Finance charges	Finance charges	$	75,533		$	41,777		$	493		$	117,803		Finance charges	$	53,743		$	34,370		$	1,110		$	89,223
Other	Other	9			5			174			188			Other	62			50			398			510
Total revenue	Total revenue	$	75,542		$	41,782		$	667		$	117,991		Total revenue	$	53,805		$	34,420		$	1,508		$	89,733

________

(1) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

(2) Average combined loans receivable - principal is calculated using daily Combined loans receivable – principal balances. Not a financial measure prepared in accordance with US GAAP. See reconciliation table accompanying this release for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with US GAAP.

Our average combined loans ~~receivable - principal decreased $111~~receivable-principal increased $157 million for the three months ended ~~June 30, 2021~~March 31, 2022 as compared to the three months ended ~~June 30, 2020.~~March 31, 2021. This ~~decrease~~increase in average balance is primarily due to ~~reductions~~the loan portfolio growth during the second half of 2021 and early 2022 in ~~the Rise~~all three products and ~~Elastic loan origination volume due to the impacts of the COVID-19 pandemic and substantial government assistance to our customers, which reduced their need for loans. The decrease in average balances~~ accounted for an approximately ~~$29~~$33 million ~~of the reduction~~increase in revenue for the period. Our average APR declined from ~~101%~~96% for the three months ended ~~June 30, 2020~~ March 31, 2021 to ~~94%~~93% for the three months ended ~~June 30, 2021.~~March 31, 2022. This reduction in the effective APR is primarily due to the ~~lower effective interest rates earned on loans in a deferral status under~~growth of Today Card, which has the ~~payment flexibility tools that were implemented in response~~lowest APR, relative to the ~~COVID-19 pandemic coupled with reduced new customer~~total loan ~~originations which generally have a higher effective APR.~~portfolio, as the average product APRs were either flat or slightly increased from the prior year period. The mix of products within the overall lower effective APR accounted for approximately $5$1 million of the ~~reduction~~increase in revenue for the period. We expect the overall effective APR of the loan portfolio to remain relatively flat going forward.

Cost of sales


	Three Months Ended March 31,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Cost of sales:
Change in fair value of loans receivable	$	84,159	68	%	$	—	—	%	$	84,159	—	%
Provision for loan losses	—		—		20,970		23		(20,970)		(100)
Direct marketing costs	6,226		5		4,383		5		1,843		42
Other cost of sales	2,882		2		2,047		2		835		41
Total cost of sales	$	93,267	75	%	$	27,400	31	%	$	65,867	240	%

Change in fair value of loans receivable. Change in fair value of loans receivable was $84.2 million for the three months ended March 31, 2022 as compared to $35.6 million on a pro-forma basis for the period ended March 31, 2021, representing a 37% increase on a pro-forma basis.

The table below breaks out these changes by loan product:


	Three Months Ended March 31, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Net charge-offs(1)	$	53,142		$	18,790		$	4,887		$	76,819
Net change in fair value(1)	3,922			2,336			1,082			7,340
Total change in fair value of loans receivable	$	57,064		$	21,126		$	5,969		$	84,159

Net charge-offs as a percentage of revenues	72		%	42		%	92		%	62		%
Total change in fair value of loans receivable as a percentage of revenues	77		%	47		%	112		%	68		%
Percentage past due	12		%	6		%	19		%	11		%

_________

(1)Net charge-offs and net change in fair value of loans receivable are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will ~~continue to slightly decline as more loans are originated at near-prime rates,~~not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Net change in fair value reflects the ~~Today Card.~~adjustment recognized related to the change in the fair value mark during the reported period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Change in fair value of loans receivable, the most directly comparable financial measure calculated in accordance with US GAAP.

Total change in fair value of loans receivable for the three months ended March 31, 2022 and pro-forma three months ended March 31, 2021, was 68% and 40% of revenues, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Of the total change in fair value of loans receivable, net charge-offs as a percentage of revenues for the three months ended March 31, 2022 and 2021 were 62% and 34%, respectively. The increase in net charge-offs as a percentage of revenues is due to the increase in originations beginning in the second half of 2021 with a heavier mix of new customers into the portfolio which have a higher credit loss profile than returning customers. We expect the second quarter net charge offs as a percentage of revenue to be at the high end of our target range of 45-55% of revenue and return within our target range during the second half of 2022 as mix of new and returning customers in the portfolio normalizes in the second half of 2022.

~~Cost~~Net change in fair value as a percentage of ~~sales~~

Three Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Cost of sales:
Provision for loan losses $ 27,225 32 % $ 41,477 35 % $ (14,252) (34) %
Direct marketing costs 10,564 12 344 — 10,220 2,971
Other cost of sales 2,905 3 1,607 1 1,298 81
Total cost of sales $ 40,694 48 % $ 43,428 37 % $ (2,734) (6) %
revenue was 6% for both March 31, 2022 and pro-forma March 31, 2021, as the fair value premiums were relatively flat with the fair value premiums calculated during the prior reporting periods (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at March 31, 2022 compared to pro-forma estimates of 13% at March 31, 2021 due to the composition of the portfolio with an increased mix of newly originated loans at March 31, 2022 as compared to a more mature portfolio at March 31, 2021 due to limited origination activity and significant paydowns experienced in the portfolio due to the effects of COVID-19.

Provision for loan losses. Provision for loan losses decreased by ~~$14.3~~$21.0 million, or ~~34%~~100%, from ~~$41.5~~$21.0 million for the three months ended ~~June 30, 2020~~March 31, 2021 to ~~$27.2~~$0.0 million for the three months ended ~~June 30, 2021.~~March 31, 2022 due to adoption of fair value effective January 1, 2022 and no longer having a requirement to recognize a loan loss provision and loan loss allowance subsequent to that date.

The tables below break out these changes by loan ~~product:~~

Three Months Ended June 30, 2021
Rise Elastic Today
(Dollars in thousands) (Installment Loans) (Lines of Credit) (Credit Card) Total
Combined loan loss reserve(1):
Beginning balance $ 26,592 $ 10,749 $ 1,818 $ 39,159
Net charge-offs (19,349) (5,831) (883) (26,063)
Provision for loan losses 20,856 5,454 915 27,225
Ending balance $ 28,099 $ 10,372 $ 1,850 $ 40,321
Combined loans receivable(1)(2)
$ 244,389 $ 152,605 $ 21,487 $ 418,481
Combined loan loss reserve as a percentage of ending combined loans receivable 11 % 7 % 9 % 10 %
Net charge-offs as a percentage of revenues 38 % 18 % 50 % 31 %
Provision for loan losses as a percentage of revenues 41 % 17 % 51 % 32 %
product for the prior year period:


		Three Months Ended June 30, 2020													Three Months Ended March 31, 2021
		Rise			Elastic			Today							Rise			Elastic			Today
(Dollars in thousands)	(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total			(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Combined loan loss reserve(1):	Combined loan loss reserve(1):													Combined loan loss reserve(1):
Beginning balance	Beginning balance	$	51,707		$	25,145		$	908		$	77,760		Beginning balance	$	33,968		$	13,201		$	1,910		$	49,079
Net charge-offs	Net charge-offs	(38,100)			(20,120)			(423)			(58,643)			Net charge-offs	(22,674)			(7,543)			(673)			(30,890)
Provision for loan losses	Provision for loan losses	27,007			13,579			891			41,477			Provision for loan losses	15,298			5,091			581			20,970

Ending balance	Ending balance	$	40,614		$	18,604		$	1,376		$	60,594		Ending balance	$	26,592		$	10,749		$	1,818		$	39,159
Combined loans receivable(1)(2)	Combined loans receivable(1)(2)	$	260,384		$	171,196		$	8,304		$	439,884		Combined loans receivable(1)(2)	$	217,705		$	141,647		$	15,152		$	374,504
Combined loan loss reserve as a percentage of ending combined loans receivable	Combined loan loss reserve as a percentage of ending combined loans receivable	16		%	11		%	17		%	14		%	Combined loan loss reserve as a percentage of ending combined loans receivable	12		%	8		%	12		%	10		%
Net charge-offs as a percentage of revenues	Net charge-offs as a percentage of revenues	50		%	48		%	63		%	50		%	Net charge-offs as a percentage of revenues	42		%	22		%	45		%	34		%
Provision for loan losses as a percentage of revenues	Provision for loan losses as a percentage of revenues	36		%	32		%	134		%	35		%	Provision for loan losses as a percentage of revenues	28		%	15		%	39		%	23		%

_________

(1) Not a financial measure prepared in accordance with US GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with US GAAP.

(2) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Total loan loss provision for the three months ended ~~June 30,~~March 31, 2021, ~~was 32% of revenues,~~ which was below our targeted range of approximately 45% to 55%, ~~and lower than the 35% for the three months ended June 30, 2020. For the~~ ~~three months ended June 30, 2021, net~~was 23%. Net charge-offs as a percentage of revenues ~~decreased~~for the three months ended March 31, 2021 was 34% due to ~~31% compared to 50%~~reduced demand and limited origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the prior year period. We continue to monitor the portfolio during the economic recovery from COVID-19 and continue to adjust our underwriting and credit policies to mitigate any potential negative impacts. In the near-term, we expect that net charge-offs as a percentage of revenues will continue to trend lower than our targeted range of 45% to 55% of revenue. In the long-term (as the economy reopens post-COVID-19) as loan demand returns and the loan portfolio continues to grow during the second half of 2021, we expect to manage our total loan loss provision as a percentage of revenuesUS government which allowed customers to continue ~~to remain within our targeted range.~~

making payments on their loans. The combined loan loss reserve as a percentage of combined loans receivable totaled 10% ~~and 14%~~ as of ~~June 30, 2021 and June 30, 2020, respectively. This year-over-year decrease~~March 31, 2021. The lower historical combined loan loss reserve rate reflects the ~~continued~~ strong credit performance of the ~~portfolio. Past~~portfolio at March 31, 2021 due ~~loan balances at June 30, 2021 were 7% of total combined loans receivable - principal, up from 5% from a year ago but have remained relatively flat over the past year, attributable~~ to the ~~COVID-19 payment flexibility tools. We are continuing to see that customers are meeting their scheduled payments once they exit~~mature nature of the ~~payment deferral program as evidenced by our low delinquency rate as of June 30, 2021 which has remained relatively flat over the past year. We anticipate the combined~~portfolio resulting from limited new loan ~~loss reserve as a percentage of combined loans receivable will move toward historic norms as we continue to grow our loan portfolio.~~origination activity in 2020 and early 2021.

Direct marketing costs. Direct marketing costs increased by ~~$10.2~~$1.8 million, or ~~2,971%~~42%, from ~~$0.3~~$4.4 million for the three months ended ~~June 30, 2020~~March 31, 2021 to ~~$10.6~~$6.2 million for the three months ended ~~June 30, 2021. We had limited marketing activities and new loan origination volume in~~March 31, 2022. In the ~~second~~first quarter of ~~2020 in~~2021, the ~~immediate response to~~Rise and Elastic products were impacted by the COVID-19 ~~pandemic.~~pandemic as the payments received from the federal government's stimulus programs resulted in reduced new customer loan demand. We have seen a return to more normalized new customer acquisition in all three products in the ~~second~~first quarter of 2022 as the economy continues to recover from the COVID-19 pandemic and demand for ~~our~~the loan products ~~return.~~return, resulting in an increase in marketing activities. For the three months ended ~~June 30, 2021,~~March 31, 2022, the number of new customers acquired increased to ~~38,986~~19,303 compared to ~~2,815~~13,890 during the three months ended June 30, 2020. We anticipate our direct marketing costs will return to normalized pre-COVID 19 levels as demand for our loan products continues to grow during the remainder of the year. Our CAC was higher in the second quarter of 2021 at $271 as compared to the second quarter of 2020 at $122, with the second quarter of 2020 not reflective of our historical CAC due to the significant reduction in marketing activity and new loan originations due to the COVID-19 pandemic. We believe our CAC in future quarters will continue to remain within or below our target range of $250 to $300 as we continue to optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generated new customers at a sub-$100 CAC

~~Other cost of sales~~. Other cost of sales increased by $1.3 million, or 81%, from $1.6 million for the three months ended June 30, 2020 to $2.9 million for the three months ended June 30, 2021 due to increased data verification costs resulting from increased loan origination volume in the second quarter of 2021.

~~Operating expenses~~
Three Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Operating expenses:
Compensation and benefits $ 18,585 22 % $ 16,844 14 % $ 1,741 10 %
Professional services 8,659 10 8,471 7 188 2
Selling and marketing 710 1 904 1 (194) (21)
Occupancy and equipment 5,289 6 4,843 4 446 9
Depreciation and amortization 4,552 5 4,529 4 23 1
Other 811 1 907 1 (96) (11)
Total operating expenses $ 38,606 46 % $ 36,498 31 % $ 2,108 6 %

~~Compensation and benefits~~. Compensation and benefits increased by $1.7 million, or 10%, from $16.8 million for the three months ended June 30, 2020 to $18.6 million for the three months ended June 30, 2021. This primarily resulted from a reduction in our 2020 short-term incentive compensation accrual during the second quarter of 2020 as a result of an operating expense reduction plan we implemented in the second and third quarters of 2020 in response to the pandemic.

~~Professional services~~. Professional services increased by $0.2 million, or 2%, from $8.5 million for the three months ended June 30, 2020 to $8.7 million for the three months ended June 30, 2021 due to increased legal expenses, partially offset by decreased board stock-based compensation expense due to the departure of a board member in July 2020.

~~Selling and marketing~~. Selling and marketing decreased by $0.2 million, or 21%, from $0.9 million for the three months ended June 30, 2020 to $0.7 million for the three months ended June 30, 2021 primarily due to decreased marketing agency fees.

~~Occupancy and equipment~~. Occupancy and equipment increased by $0.4 million, or 9%, from $4.8 million for the three months ended June 30, 2020 to $5.3 million for the three months ended June 30, 2021 primarily due to increased web hosting expenses, partially offset by decreased rent and license expenses.

~~Depreciation and amortization~~. Depreciation and amortization was $4.5 million for both the three months ended June 30, 2020 and 2021 as our additions to capitalized projects have been relatively flat over the past two years resulting in a consistent depreciation and amortization expense.

~~Other.~~ Other operating expenses decreased by $0.1 million, or 11%, from $0.9 million for the three months ended June 30, 2020 to $0.8 million for the three months ended June 30, 2021 primarily due to decreased dues, subscriptions, and supplies, partially offset by an increase in travel, meals and entertainment expenses.

~~Net interest expense~~

Three Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Net interest expense $ 8,567 10 % $ 12,177 10 % $ (3,610) (30) %

Net interest expense decreased 30% during the three months ended June 30, 2021 as compared to the prior year period. Our average balance of notes payable outstanding under the debt facilities in the second quarter of 2021 decreased $118 million from the second quarter of 2020 due to debt paydowns associated with a decrease in the loan portfolio due to COVID-19, as well as the maturity of one of our term notes. This year-over-year reduction resulted in a decrease in interest expense of approximately $2.9 million. In addition, our average effective interest rate on notes payable outstanding has decreased from 10.6% for the three months ended June 30, 2020 to 10.0% for the three months ended June 30, 2021, resulting in a decrease in interest expense of approximately $0.7 million.

~~The following table shows the effective cost of funds of each debt facility for the period:~~

Three Months Ended June 30,
(Dollars in thousands) 2021 2020
VPC Facility
Average facility balance during the period $ 74,754 $ 157,715
Net interest expense 1,854 4,276
Effective cost of funds 10.0 % 10.9 %

ESPV Facility
Average facility balance during the period $ 159,600 $ 202,357
Net interest expense 4,060 5,239
Effective cost of funds 10.2 % 10.4 %

EF SPV Facility
Average facility balance during the period $ 77,492 101,742
Net interest expense 1,850 2,662
Effective cost of funds 9.6 % 10.5 %

EC SPV Facility
Average facility balance during the period $ 31,923 $ —
Net interest expense 803 —
Effective cost of funds 10.1 % — %

~~Non-operating income (loss)~~

~~For the three months ended June 30, 2020, we accrued a $1.4 million estimated indemnification obligation related to a legal matter for a former executive of the Company. As of~~ March 31, 2021, the indemnification obligation was paid and no further accrual remains. For the three months ended June 30, 2021, we received a partial recovery of the indemnification obligation paid, resulting in non-operating income of $0.5 million.

~~Income tax expense~~

Three Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Income tax expense $ 228 — % $ 8,373 8 % $ (8,145) (97) %

~~Our income tax expense decreased $8.1 million, from $8.4 million for the three months ended June 30, 2020 to $0.2 million for the three months ended June 30,~~ 2021. Our effective tax rates for continuing operations for the three months ended June 30, 2021 and 2020, including discrete items of $0.3 million and $1.2 million, respectively, were (8.1%) and 34.2%, respectively. Our effective tax rate differed from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where we have lending activities and true-up of our effective tax rate (excluding discrete items) used in the first quarter of 2021 from 21% to 24%. Our cash effective tax rate was approximately 2.1% for the second quarter of 2021.

~~Net loss from discontinued operations~~

Our loss from discontinued operations on our UK entity (ECIL) for the three months ended June 30, 2020 consists of an investment loss of $27.3 million, UK operating losses of $3.2 million and other liability accruals of $1.2 million, partially offset by an income tax benefit of $24.2 million.

~~Net income (loss)~~

Three Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Net income (loss) $ (3,045) (4) % $ 8,553 7 % $ (11,598) 136 %

Our net income (loss) decreased $11.6 million or 136% from $8.6 million net income for the three months ended June 30, 2020 to a $3.0 million net loss for the three months ended June 30, 2021 resulting from increased loan loss provision associated with increased loan originations and increased direct marketing expense on new customer acquisitions as our loan portfolio returns to growth mode.

~~Comparison of the six months ended June 30, 2021 and 2020~~

~~Revenues~~

Six Months Ended June 30,
2021 2020 Period-to-period change
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Finance charges $ 172,937 99 % $ 279,882 100 % $ (106,945) (38) %
Other 1,336 1 576 — 760 132
Revenues $ 174,273 100 % $ 280,458 100 % $ (106,185) (38) %

Revenues decreased by $106.2 million, or 38%, from $280.5 million for the six months ended June 30, 2020 to $174.3 million for the six months ended June 30, 2021. Both Rise and Elastic products had decreased total revenue in the first six months of 2021 compared to the first six months of 2020.

~~The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:~~

Six Months Ended June 30, 2021
Rise(1) Elastic Today
(Dollars in thousands) (Installment Loans) (Lines of Credit) (Credit Card) Total
Average combined loans receivable – principal(2)
$ 211,115 $ 140,309 $ 15,941 $ 367,365
Effective APR 100 % 95 % 30 % 95 %
Finance charges $ 104,576 $ 65,988 $ 2,373 $ 172,937
Other 261 161 914 1,336
Total revenue $ 104,837 $ 66,149 $ 3,287 $ 174,273
Six Months Ended June 30, 2020
Rise(1) Elastic Today
(Dollars in thousands) (Installment Loans) (Lines of Credit) (Credit Card) Total
Average combined loans receivable – principal(2)
$ 306,581 $ 212,457 $ 5,894 $ 524,932
Effective APR 117 % 95 % 30 % 107 %
Finance charges $ 179,038 $ 99,952 $ 892 $ 279,882
Other 108 176 292 576
Total revenue $ 179,146 $ 100,128 $ 1,184 $ 280,458

~~_________~~

~~(1) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.~~

Our average combined loans receivable principal decreased $158 million for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. This decrease in average balance is primarily due to reductions in the Rise and Elastic loan origination volume due to the impacts of the COVID-19 pandemic and substantial government assistance to our customers. The decrease in average balances accounted for approximately $80 million of the reduction in revenue for the period. For the six months ended June 30, 2021 and 2020, the average effective APR for the portfolio was 95% and 107%, respectively. This reduction in the effective APR is due to the lower effective interest rates earned on loans in a deferral status under the payment flexibility tools that were implemented in response to the COVID-19 pandemic coupled with reduced new customer loan originations which generally have a higher effective APR. The lower effective APR accounted for approximately $26 million of the reduction in revenue for the period. The overall effective APR of the loan portfolio will continue to slightly decline as more loans are originated at near-prime rates, such as the Today Card.

~~Cost of sales~~

Six Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Cost of sales:
Provision for loan losses $ 48,195 28 % $ 120,052 43 % $ (71,857) (60) %
Direct marketing costs 14,947 9 11,313 4 3,634 32
Other cost of sales 4,952 3 4,277 2 675 16
Total cost of sales $ 68,094 39 % $ 135,642 48 % $ (67,548) (50) %

~~Provision for loan losses. Provision for loan losses decreased by $71.9 million, or 60%, from $120.1 million for the six months ended June 30, 2020 to $48.2 million for the six months ended June 30, 2021.~~

~~The tables below break out these changes by loan product:~~

Six Months Ended June 30, 2021
Rise Elastic Today
(Dollars in thousands) (Installment Loans) (Lines of Credit) (Credit Card) Total
Combined loan loss reserve(1):
Beginning balance $ 33,968 $ 13,201 $ 1,910 $ 49,079
Net charge-offs (42,023) (13,374) (1,556) (56,953)
Provision for loan losses 36,154 10,545 1,496 48,195
Ending balance $ 28,099 $ 10,372 $ 1,850 $ 40,321
Combined loans receivable(1)(2)
$ 244,389 $ 152,605 $ 21,487 $ 418,481
Combined loan loss reserve as a percentage of ending combined loans receivable 11 % 7 % 9 % 10 %
Net charge-offs as a percentage of revenues 40 % 20 % 47 % 33 %
Provision for loan losses as a percentage of revenues 34 % 16 % 46 % 28 %

Six Months Ended June 30, 2020
Rise Elastic Today
(Dollars in thousands) (Installment Loans) (Lines of Credit) (Credit Card) Total
Combined loan loss reserve(1):
Beginning balance $ 52,099 $ 28,852 $ 1,041 $ 81,992
Net charge-offs (93,061) (47,324) (1,065) (141,450)
Provision for loan losses 81,576 37,076 1,400 120,052
Ending balance $ 40,614 $ 18,604 $ 1,376 $ 60,594
Combined loans receivable(1)(2)
$ 260,384 $ 171,196 $ 8,304 $ 439,884
Combined loan loss reserve as a percentage of ending combined loans receivable 16 % 11 % 17 % 14 %
Net charge-offs as a percentage of revenues 52 % 47 % 90 % 50 %
Provision for loan losses as a percentage of revenues 46 % 37 % 118 % 43 %

~~_________~~

~~(2) Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.~~

Total loan loss provision for the six months ended June 30, 2021 was 28% of revenues, which was below our targeted range of 45% to 55%, and lower than the 43% for the six months ended June 30, 2020. For the six months ended June 30, 2021, net charge-offs as a percentage of revenues decreased to 33% compared to 50% in the prior year period. We continue to monitor the portfolio during this economic crisis resulting from COVID-19 and continue to adjust our underwriting and credit policies to mitigate any potential negative impacts. In the near-term, we expect that net charge-offs as a percentage of revenues will continue to trend lower than our targeted range of 45% to 55% of revenue. In the long-term (as the economy reopens post-COVID-19), we expect to manage our total loan loss provision as a percentage of revenues to continue to remain within our targeted range as our loan portfolio continues to grow.

The combined loan loss reserve as a percentage of combined loans receivable totaled 10% and 14% as of June 30, 2021 and June 30, 2020, respectively. This year-over-year decrease reflects the continued strong credit performance of the portfolio. Past due loan balances at June 30, 2021 were 7% of total combined loans receivable - principal, up from 5% from a year ago but have remained relatively flat over the past year, which is attributable to the COVID-19 payment flexibility tools. We are continuing to see that customers are meeting their scheduled payments once they exit the payment deferral program as evidenced by our low delinquency rate at June 30, 2021 which has remained relatively flat over the past year. We anticipate the combined loan loss reserve as a percentage of combined loans receivable will move toward historic norms as we continue to grow our loan portfolio.

~~Direct marketing costs~~. Direct marketing costs increased by $3.6 million, or 32%, from $11.3 million for the six months ended June 30, 2020 to $14.9 million for the six months ended June 30, 2021. We had limited marketing activities and new loan origination volume in the second quarter of 2020 in the immediate response to the COVID-19 pandemic. We have seen a return to more normalized new customer acquisition in all three loan products in the second quarter as the economy continues to recover from the COVID-19 pandemic and demand for our loan products returns. For the six months ended June 30, 2021, the number of new customers acquired increased to 52,876 compared to 38,565 during the six months ended June 30, 2020. We anticipate our direct marketing costs will continue to increase ~~in the future~~ as ~~demand for~~we focus on growing our ~~products continues to grow during the remainder of the year.~~loan portfolio. Our CAC was ~~lower for~~higher in the ~~six months ended June 30, 2021~~first quarter of 2022 at ~~$283~~$323 as compared to the ~~six months ended June 30, 2020~~first quarter of 2021 at ~~$293,~~$316, with the ~~second~~first quarter CAC generally higher than our target range of ~~2020 not reflective of our historical CAC~~$250-$300 due to the ~~significant reduction~~seasonal decrease in ~~marketing activity and new~~ loan ~~originations~~demand due to income tax refunds in the ~~COVID-19 pandemic.~~first quarter of each year. We believe our CAC in future quarters, and on an annual basis, will continue to remain within or below our target range of $250 to $300 as we continue to optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generated new customers at a sub-$100 CAC.

Other cost of sales. Other cost of sales increased by ~~$0.7~~$0.8 million, or ~~16%~~41%, from ~~$4.3~~$2.0 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$5.0~~$2.9 million for the ~~six~~three months ended ~~June 30, 2021 primarily~~March 31, 2022 due to increased ACH activity costs, credit card fees, and data verification costs resulting from increased loan ~~origination volume, partially offset by decreased program expenses.~~portfolio volume.

Operating expenses

Six Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Operating expenses:
Compensation and benefits $ 37,593 22 % $ 40,318 14 % $ (2,725) (7) %
Professional services 15,738 9 16,397 6 (659) (4)
Selling and marketing 1,243 1 1,858 1 (615) (33)
Occupancy and equipment 10,245 6 9,479 3 766 8
Depreciation and amortization 9,795 6 8,825 3 970 11
Other 1,586 1 1,978 1 (392) (20)
Total operating expenses $ 76,200 44 % $ 78,855 28 % $ (2,655) (3) %


	Three Months Ended March 31,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Operating expenses:
Compensation and benefits	$	20,089	16	%	$	19,008	21	%	$	1,081	6	%
Professional services	6,959		6		7,079		8		(120)		(2)
Selling and marketing	809		1		533		1		276		52
Occupancy and equipment	5,873		5		4,956		6		917		19
Depreciation and amortization	3,761		3		5,243		6		(1,482)		(28)
Other	790		1		775		1		15		2
Total operating expenses	$	38,281	31	%	$	37,594	42	%	$	687	2	%

Compensation and benefits. Compensation and benefits ~~decreased~~increased by ~~$2.7~~$1.1 million, or 7%6%, from ~~$40.3~~$19.0 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$37.6~~$20.1 million for the ~~six~~three months ended ~~June 30, 2021. This~~March 31, 2022 primarily resulted from a reduction in our 2020 short-term incentive compensation accrual during the second quarter of 2020 as a result of an operating expense reduction plan we implemented in the second and third quarters of 2020 in responsedue to ~~the pandemic.~~increased salary expense.

Professional services. Professional services decreased by ~~$0.7~~$0.1 million, or 4%2%, from ~~$16.4~~$7.1 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$15.7~~$7.0 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 primarily due to decreased ~~board stock-based compensation~~legal expense, ~~due to the departure of a board member in July 2020, and other outside services,~~ partially offset by increased ~~legal~~other outside services and D&O insurance expenses.

Selling and marketing. Selling and marketing ~~decreased~~increased by ~~$0.6~~$0.3 million, or ~~33%~~52%, from ~~$1.9~~$0.5 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$1.2~~$0.8 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 primarily due to ~~decreased~~increased marketing agency fees.

Occupancy and equipment. Occupancy and equipment increased by ~~$0.8~~$0.9 million, or 8%19%, from ~~$9.5~~$5.0 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$10.2~~$5.9 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 primarily due to increased web hosting ~~expense, partially offset by a decrease in additional licenses expense.~~expenses.

Depreciation and amortization. Depreciation and amortization ~~increased~~decreased by ~~$1.0~~$1.5 million or ~~11%,~~28% from ~~$8.8~~$5.2 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$9.8~~$3.8 million for the ~~six~~three months ended ~~June 30, 2021 primarily~~March 31, 2022 due to a decrease in depreciation on internally-developed software in the first quarter of 2022 and the acceleration of a board member's non-compete agreement in the first quarter of ~~$0.6 million with relatively flat depreciation expense between the two years.~~

~~Other.~~ ~~Other operating expenses decreased by $0.4 million, or 20%, from $2.0 million for the six months ended June 30, 2020 to $1.6 million for the six months ended June 30,~~ 2021 ~~primarily due to decreased travel, meals and entertainment expenses.~~

that was not repeated in 2022.

Net interest expense

Six Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Net interest expense $ 17,353 10 % $ 25,833 9 % $ (8,480) (33) %


	Three Months Ended March 31,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net interest expense	$	12,170	10	%	$	8,786	10	%	$	3,384	39	%

Net interest expense ~~decreased 33%~~increased 39% during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 as compared to the prior year period. Our average balance of notes payable outstanding under the debt facilities in the first ~~six months~~quarter of ~~2021 decreased $147.4~~2022 increased $170 million from the first ~~six months~~quarter of ~~2020~~2021 primarily due to new draws on debt ~~paydowns associated with a decrease in the~~facilities to fund loan portfolio ~~due to COVID-19, as well as the maturity of one of our term notes.~~growth. This year-over-year ~~reduction~~increase resulted in ~~a decrease~~an increase in interest expense of approximately ~~$7.4~~$4.0 million. In addition, our average effective interest rate on all notes payable outstanding, inclusive of funding facilities and sub-debt, has decreased from ~~10.5% for the six months ended June 30, 2020 to~~ 10.1% for the ~~six~~three months ended ~~June 30,~~March 31, 2021 to 9.5% for the three months ended March 31, 2022, resulting in a decrease in interest expense of approximately ~~$1.1~~$0.6 million. At March 31, 2022, our effective cost of funds on new borrowings on our VPC facilities is 8%, which is expected to reduce our overall effective cost of funds as we continue to borrow on our debt facilities in the future.

6963

The following table shows the effective cost of funds of each debt facility for the period:


		Six Months Ended June 30,							Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021			2020			(Dollars in thousands)	2022			2021
VPC Facility	VPC Facility							VPC Facility
Average facility balance during the period	Average facility balance during the period	$	81,717		$	176,896		Average facility balance during the period	$	84,600		$	88,758
Net interest expense	Net interest expense	4,133			9,488			Net interest expense	2,009			2,279

Effective cost of funds	Effective cost of funds	10.2		%	10.8		%	Effective cost of funds	9.6		%	10.4		%


ESPV Facility	ESPV Facility							ESPV Facility
Average facility balance during the period	Average facility balance during the period	$	160,261		$	213,643		Average facility balance during the period	$	192,100		$	160,930
Net interest expense	Net interest expense	8,109			11,045			Net interest expense	4,667			4,049
Effective cost of funds	Effective cost of funds	10.2		%	10.4		%	Effective cost of funds	9.9		%	10.2		%

EF SPV Facility	EF SPV Facility							EF SPV Facility
Average facility balance during the period	Average facility balance during the period	$	76,464		104,585			Average facility balance during the period	$	137,467		75,423
Net interest expense	Net interest expense	3,633			5,300			Net interest expense	3,043			1,783
Effective cost of funds	Effective cost of funds	9.6		%	10.2		%	Effective cost of funds	9.0		%	9.6		%

EC SPV Facility	EC SPV Facility							EC SPV Facility
Average facility balance during the period	Average facility balance during the period	$	29,254		$	—		Average facility balance during the period	$	55,278		$	26,556
Net interest expense	Net interest expense	1,468			—			Net interest expense	1,278			665
Effective cost of funds	Effective cost of funds	10.1		%	—		%	Effective cost of funds	9.4		%	10.2		%

TSPV Facility								TSPV Facility
Average facility balance during the period								Average facility balance during the period	$	39,367		$	—
Net interest expense								Net interest expense	711			—
Effective cost of funds								Effective cost of funds	7.3		%	—		%

Pine Hill Facility								Pine Hill Facility
Average facility balance during the period(1)								Average facility balance during the period(1)	$	18,667		$	—
Net interest expense								Net interest expense	462			—
Effective cost of funds								Effective cost of funds	15.1		%	—		%

(1)Average facility balance from inception at January 31, 2022 to March 31, 2022.

In ~~July 2020,~~October 2021, we entered into a new facility to fund the ~~EC SPV Facility. As~~growth of ~~June 30, 2021,~~the Today Card portfolio, the TSPV facility, and we have drawn ~~$35~~$40 million as of March 31, 2022. In January 2022, we entered into a new facility for working capital purposes, the Pine Hill facility. As of March 31, 2022, we have drawn $20 million on the ~~EC SPV~~Pine Hill facility. ~~Per~~

Equity method investment loss

In January, we made an investment in Swell, a new fintech company offering credit and banking solutions. We do not consolidate Swell and recognized an equity method investment loss of $344 thousand for the ~~terms of the February 2019 amendments and the July~~three months ended March 31, ~~2020 EC SPV agreement, we qualified for a 25 bps rate reduction on the VPC, ESPV, EF SPV and EC SPV facilities effective January 1, 2021.~~2022.

Non-operating income (loss)


	Three Months Ended March 31,								Period-to-period change
	2021				2020
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Non-operating income	$	1,666	1	%	$	207	—	%	$	1,459	705	%

~~As of June 30, 2020,~~

For the three months ended March 31, 2022, we had ~~accrued~~ a ~~$5.7~~$1.3 million ~~estimated indemnification obligation~~gain related to ~~a legal matter for a former executive~~intangibles and services contributed as an investment in an unconsolidated affiliate (Swell) and an approximately $0.4 million gain related to the change in value of our stock purchased as part of the ~~Company. As~~legacy litigation settlement under a forward agreement, resulting in non-operating income of ~~June 30, 2021, the indemnification obligation was paid and no further accrual remains.~~$1.7 million. For the ~~six~~three months ended ~~June 30,~~March 31, 2021, we ~~received a partial recovery of an indemnification payment we made related to a lawsuit for $0.5 million and also~~ recognized a gain on the sale of an intangible asset of $0.9 million, partially offset by an impairment loss related to a subleased asset of $0.7 million, resulting in non-operating income of ~~$0.7 million~~$0.2 million.

Income tax expense (benefit)

Six Months Ended June 30, Period-to-period
change
2021 2020
(Dollars in thousands) Amount Percentage of
revenues Amount Percentage of
revenues Amount Percentage
Income tax expense $ 3,672 2 % $ 10,428 4 % $ (6,756) (65) %


	Three Months Ended March 31,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Income tax expense (benefit)	$	(4,229)	(3)	%	$	3,444	4	%	$	(7,673)	(223)	%

Our income tax expense (benefit) decreased ~~$6.8~~$7.7 million, from ~~$10.4~~an expense of $3.4 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$3.7~~a tax benefit $4.2 million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Our effective tax rates for continuing operations for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, including discrete tax expense items of $0.3 million and $1.2 million,~~ respectively, were ~~27.5%~~23.3% and ~~30.3%~~21.3%, respectively. Our effective tax ~~rates are different~~rate differed from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where we have lending activities. ~~Our cash effective tax rate was approximately 2.1% for the first six months of 2021.~~

~~Net loss from discontinued operations~~

Our loss from discontinued operations on our UK entity (ECIL) consists of an investment loss of $27.3 million, UK operating losses of $6.8 million for the first six months of 2020, and a goodwill impairment loss of $9.3 million and other liability accruals of $1.2 million, partially offset by an income tax benefit of $24.2 million.

Net income (loss)


		Six Months Ended June 30,								Period-to-period change					Three Months Ended March 31,								Period-to-period change
		2021				2020									2022				2021
(Dollars in thousands)	(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage		(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net income		$	9,671	6	%	$	3,642	1	%	$	6,029	166	%
Net income (loss)														Net income (loss)	$	(13,923)	(11)	%	$	12,716	14	%	$	(26,639)	209	%

Our net income ~~of $9.7~~(loss) decreased $26.6 million or 209% from $12.7 million net income for the ~~six~~three months ended ~~June 30,~~March 31, 2021 to $13.9 million net loss for the three months ended March 31, 2022. On a pro-forma basis, net income for the three months ended March 31, 2021 was ~~up $6.0~~$1.1 million ~~from the six months ended June 30, 2020~~and a pro-forma decrease of $15.0 million. The overall decrease is primarily due to ~~eliminating the discontinued operations of the UK which resulted in a loss of $20.4 million in 2020 and offset by~~ a decrease in ~~net income from continuing operations of $14.3 million~~gross profit resulting from increased net charge-offs offset by higher revenue, as well as higher interest expense due to higher debt balances used to fund the loan ~~loss provision associated with increased loan originations and increased direct marketing expense on new customer acquisition.~~portfolio growth experienced in the second half of 2021

LIQUIDITY AND CAPITAL RESOURCES

As previously discussed, we are closely monitoring the impacts of the COVID-19 pandemic across our business, including the resulting uncertainties around customer demand, credit performance of the loan portfolio, our levels of liquidity and our ongoing compliance with debt covenants. We had cash and cash equivalents available of ~~$110~~$106 million, of which $45-50 million is held in support of the borrowing base for the various debt facilities, as of ~~June 30, 2021~~March 31, 2022 compared to cash and cash equivalents available of ~~$201~~$85 million, of which $35-40 million is held in support of the borrowing base for the various debt facilities, as of December 31, ~~2020, a decrease~~2021, an increase of ~~$91~~$21 million, primarily due to ~~debt payments. Our principal debt~~a $20 million draw on a new sub-debt facility with Pine Hill to supplement our working capital in advance of the $37 million of settlement payment ~~obligation~~related to legacy litigation which will be made in two payments in the second and third quarters of ~~$18.1 million was paid off in January 2021 prior to its maturity in February 2021, and there~~2022. There are no additional required principal payments on our outstanding debt until January 2024. Throughout the first and second quarter, we have made additional net paydowns on the debt facilities of approximately $70 million. As we are experiencing increased demand for the loan products resulting in increased origination volume, we are drawing down on our available debt facilities to fund the loan portfolio growth.

While the ultimate impact of COVID-19 on our business, financial condition, liquidity and results of operations is dependent on future developments which are highly uncertain, we believe that our actions taken to date, future cash provided by operating activities, availability under our debt facilities with VPC and PCAM, and possibly the capital markets, as well as certain potential measures within our control that could be put in place to maintain a sound financial position and liquidity will provide adequate resources to fund our operating and financing needs.

We are continuing to assess our minimum cash and liquidity requirements and implementing measures to ensure that our ~~strong~~cash and liquidity position is maintained through the current economic cycle created by the COVID-19 pandemic. We believe that our existing cash balances, together with the available borrowing capacity under the debt facilities, will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the remainder of the year. We principally rely on our working capital and our credit ~~facility~~facilities with VPC and PCAM to fund the loans we make to our customers. At March 31, 2022, we have contractual obligations for our operating leases and long-term debt. There have been no material changes to our contractual obligations since December 31, 2021. If our loan growth exceeds our expectations or other unexpected liquidity needs arise, our available cash balances may be insufficient to satisfy our liquidity requirements, and we may seek additional equity or debt financing. This additional capital may not be available on reasonable terms, or at all.

Stock Repurchase Program

At ~~June 30, 2021,~~March 31, 2022, we had an outstanding stock repurchase program authorized by our Board of Directors providing for the repurchase of up to ~~$55~~$80 million of our common stock through July 31, ~~2024, inclusive~~2024. During the first quarter of ~~a $25 million increase~~2022 and as part of the settlement agreement related to the ~~plan authorized by the Board of Directors in January 2021. During the second quarter of 2021,~~legacy litigation matters, we purchased ~~2.3 million~~972.5 thousand common shares, roughly 7%3% of common shares outstanding at the beginning of the quarter, for a total of ~~$8.0~~$3.3 million ~~or $3.40 weighted average cost per share~~ under our previously approved common stock repurchase program with ~~$13.1~~$26.0 million available for further repurchases. As of ~~June 30, 2021,~~March 31, 2022, we had repurchased approximately ~~28%~~35% of all common shares issued and outstanding since August 2019 under this common stock repurchase program.

The amended stock repurchase program provides that up to a maximum aggregate amount of ~~$25~~$35 million shares may be repurchased in any given fiscal year. Repurchases will be made in accordance with applicable securities laws from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The share repurchase program does not require the purchase of any minimum number of shares and may be implemented, modified, suspended or discontinued in whole or in part at any time without further notice. Any repurchased shares will be available for use in connection with equity plans and for other corporate purposes.

~~Debt Facilities~~

~~VPC Facility~~

~~VPC Facility Term Notes~~

On January 30, 2014, we entered into the VPC Facility in order to fund our Rise product and provide working capital. The VPC Facility has been amended several times, with the most recent amendment effective July 31, 2020, to decrease the maximum total borrowing amount available and other terms of the VPC Facility.

The VPC facility has a maximum borrowing amount of $200 million (amended as of July 31, 2020) used to fund the Rise loan portfolio (“US Term Note”). Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, 2020, the weighted average base rate on the outstanding balance was 2.73% and the overall interest rate was 9.98%. At June 30, 2021, the weighted average base rate on the outstanding balance was 2.73% and the overall interest rate was 9.73%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The VPC facility has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

There are no principal payments due or scheduled under the VPC Facility until the maturity date of the US Term Note. In January 2021, we paid down approximately $21 million, or 20%, of the current outstanding debt on the VPC Facility under the revolving feature noted above. The remaining outstanding debt on the US Term Note matures on January 1, 2024.

All of our assets are pledged as collateral to secure the VPC Facility. The agreement contains customary financial covenants, including minimum cash and excess spread requirements, maximum roll rate and charge-off rate levels, maximum loan-to-value ratios and a minimum book value of equity requirement. We were in compliance with all covenants as of June 30, 2021.

~~The VPC Facility previously included a term note (the "4~~th Tranche Term Note") used to fund working capital with a maximum borrowing amount of $18 million and a base rate of 2.73% plus 13%. The interest rate at December 31, 2020 was 15.73%. In January 2021, we paid off this term note prior to its maturity on February 1, 2021.

~~ESPV Facility~~

~~ESPV Facility Term Note~~

The ESPV Facility has a maximum borrowing amount of $350 million to be used to purchase loan participations from a third-party lender. Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed at 15.48% (base rate of 2.73% plus 12.75%). Effective July 1, 2019, the interest rate on the debt outstanding as of the amendment date was set at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, 2020 the weighted average base rate on the outstanding balance was 2.72% and the overall interest rate was 9.97%. At June 30, 2021, the weighted average base rate on the outstanding balance was 2.72% and the overall interest rate was 9.72%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The ESPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity. In January 2021, we paid down approximately $40 million, or 20%, of the current outstanding debt balance on the ESPV Facility under the revolving feature. The remaining outstanding debt on the ESPV Term Note matures on January 1, 2024.

All of our assets are pledged as collateral to secure the ESPV Facility. The agreement contains customary financial covenants, including minimum cash and excess spread requirements, maximum roll rate and charge-off rate levels, maximum loan-to-value ratios and a minimum book value of equity requirement. We were in compliance with all covenants related to the ESPV facility as of June 30, 2021.

~~EF SPV Facility~~

~~EF SPV Facility Term Note~~

The EF SPV Facility has a maximum borrowing amount of $250 million (amended as of July 31, 2020) to be used to purchase Rise installment loan participations from a third-party bank, FinWise Bank. Prior to execution of the agreement with VPC effective February 1, 2019, EF SPV was a borrower on the US Term Note under the VPC Facility and the interest rate paid on this facility was a base rate (defined as 3-month LIBOR, with a 1% floor) plus 11%. Upon the February 1, 2019 amendment date, $43 million was re-allocated into the EF SPV Facility and the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). The weighted average base rate on the outstanding balance at December 31, 2020 was 2.45% and the overall interest rate was 9.70%. The weighted average base rate on the outstanding balance at June 30, 2021 was 2.29% and the overall interest rate was 9.29%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EF SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity. In January 2021, we paid down approximately $19 million, or 20%, of the current outstanding debt balance on the EF SPV Facility under the revolving feature. The remaining outstanding debt on the EF SPV Term Note matures on January 1, 2024.

All of our assets are pledged as collateral to secure the EF SPV Term Note. The agreement contains customary financial covenants, including minimum cash and excess spread requirements, maximum roll rate and charge-off rate levels, maximum loan-to-value ratios and a minimum book value of equity requirement. We were in compliance with all covenants related to the EF SPV facility as of June 30, 2021.

~~EC SPV Facility~~

~~EC SPV Facility Term Note~~

VPC entered into a new debt facility with EC SPV on July 31, 2020. The EC SPV Facility has a maximum borrowing amount of $100 million used to purchase Rise installment loan participations from a third-party bank, Capital Community Bank. The weighted average base rate on the outstanding balance at December 31, 2020 was 2.73% and the overall interest rate was 9.98%. The weighted average base rate on the outstanding balance at June 30, 2021 was 2.73% and the overall interest rate was 9.73%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EC SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EC SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All of our assets and EC SPV are pledged as collateral to secure the EC SPV Facility. The EC SPV Facility contains certain covenants for us such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. We were in compliance with all covenants related to the EC SPV facility as of June 30, 2021.

~~Outstanding Notes Payable~~

~~The outstanding balances of notes payable as of June 30, 2021 and December 31, 2020 are as follows:~~

(Dollars in thousands) June 30,
2021 December 31,
2020
US Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

$ 68,600 $ 104,500
4th Tranche Term Note bearing interest at the base rate + 13%

— 18,050
ESPV Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

159,600 199,500
EF SPV Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

89,800 93,500
EC SPV Term Note bearing interest at the base rate + 7.0% (2021) or + 7.25% (2020)

35,000 25,000
Total

$ 353,000 $ 440,550

~~The change in the facility balances includes the following:~~

•~~US Term Note - Paydowns of $25.9 million and $10 million in the first and second quarter of 2021, respectively;~~

•4th ~~Tranche Term Note - Debt obligation of $18.1 million paid off in the first quarter of 2021;~~

•~~ESPV Term Note - Paydown of $39.9 million in the first quarter of 2021;~~

•~~EF SPV Term note - Paydown of $18.7 million in the first quarter of 2021 and a draw of $15 million in the second quarter of 2021; and~~

•~~EC SPV Term Note - Draws of $5 million and $5 million in the first and second quarter of 2021, respectively .~~

~~The following table presents the future debt maturities as of June 30, 2021:~~

Year (dollars in thousands) June 30, 2021
Remainder of 2021

$ —
2022

—
2023

—
2024

353,000
2025

—
Thereafter

—
Total

$ 353,000

Cash and cash equivalents, restricted cash, loans ~~(net~~receivable at fair value or net of allowance, ~~for loan losses),~~ and cash flows

The following table summarizes our cash and cash equivalents, restricted cash, loans receivable at fair value, loans receivable, net and cash flows for the periods indicated:


		As of and for the six months ended June 30,						As of and for the three months ended March 31,
(Dollars in thousands)	(Dollars in thousands)		2021		2020		(Dollars in thousands)		2022		2021
Cash and cash equivalents	Cash and cash equivalents		$	105,782	$	167,735	Cash and cash equivalents		$	105,815	$	140,300
Restricted cash	Restricted cash		3,862		2,135		Restricted cash		4,542		3,035
Loans receivable at fair value							Loans receivable at fair value		584,154		—
Loans receivable, net	Loans receivable, net		378,142		373,024		Loans receivable, net		—		335,285
Cash provided by (used in):	Cash provided by (used in):						Cash provided by (used in):
Operating activities - continuing operations			66,687		131,244
Investing activities - continuing operations			(51,344)		61,077
Financing activities - continuing operations			(106,817)		(95,901)
Operating activities							Operating activities		49,935		31,880
Investing activities							Investing activities		(24,201)		19,090
Financing activities							Financing activities		(6,229)		(108,753)

Our cash and cash equivalents at ~~June 30, 2021~~March 31, 2022 were held primarily for working capital purposes. We may, from time to time, use excess cash and cash equivalents to fund our lending activities, paydown debt or repurchase stock. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Net cash provided by operating activities

We generated ~~$66.7~~$49.9 million in cash from our operating ~~activities-continuing operations~~activities for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. This was ~~down $64.5~~up approximately $18.1 million from the ~~$131.2~~$31.9 million of cash provided by operating ~~activities-continuing operations~~activities during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 due to ~~a decrease in revenues~~an increase revenue realized for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 resulting from ~~a smaller~~an increased average loan portfolio ~~and lower effective APR~~ as compared to the prior year.

7466

Net cash provided by (used in) investing activities

For the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ cash provided by (used in) investing ~~activities-continuing operations~~activities was ~~$(51.3)~~$(24.2) million and ~~$61.1~~$19.1 million, respectively. The decrease was primarily due to an increase in net loans issued to customers, an increase in principal charge-offs, an investment in an unconsolidated affiliate, and ~~a growing loan portfolio compared to a declining loan portfolio year over year.~~increased purchases of property and equipment. The following table summarizes cash used in investing activities for the periods indicated:


		Six Months Ended June 30,						Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)		2021		2020		(Dollars in thousands)		2022		2021
Cash provided by (used in) investing activities - continuing operations
Net loans issued to consumers, less repayments			$	(42,905)	$	72,621
Cash provided by (used in) investing activities							Cash provided by (used in) investing activities
Loans issued to consumers, less repayments							Loans issued to consumers, less repayments		$	(12,612)	$	22,304
Participation premium paid	Participation premium paid		(2,126)		(2,036)		Participation premium paid		(1,312)		(1,081)
Purchases of property and equipment	Purchases of property and equipment		(7,563)		(9,508)		Purchases of property and equipment		(6,277)		(3,383)

Investment in unconsolidated affiliate							Investment in unconsolidated affiliate		(4,000)		—
Proceeds from sale of intangible assets	Proceeds from sale of intangible assets		1,250		—		Proceeds from sale of intangible assets		—		1,250
			$	(51,344)	$	61,077			$	(24,201)	$	19,090

Net cash used in financing activities

Cash flows from financing ~~activities-continuing operations~~activities primarily include cash received from issuing notes payable, payments on notes payable, and activity related to stock awards. For the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ cash used in financing activities was ~~$106.8~~$6.2 million and ~~$95.9~~$108.8 million, respectively. The following table summarizes cash used in financing activities for the periods indicated:


		Six Months Ended June 30,						Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)		2021		2020		(Dollars in thousands)		2022		2021
Cash used in financing activities - continuing operations
Cash used in financing activities							Cash used in financing activities
Proceeds from issuance of Notes payable, net	Proceeds from issuance of Notes payable, net		$	25,000	$	6,500	Proceeds from issuance of Notes payable, net		$	23,000	$	5,000
Payments on Notes payable	Payments on Notes payable		(112,550)		(94,000)		Payments on Notes payable		(25,000)		(102,550)
Debt issuance costs paid	Debt issuance costs paid		—		(108)		Debt issuance costs paid		(255)		—

Common stock repurchased	Common stock repurchased		(18,767)		(8,030)		Common stock repurchased		(3,329)		(10,813)
Proceeds from stock option exercises	Proceeds from stock option exercises		480		381		Proceeds from stock option exercises		—		27
Taxes paid related to net share settlement	Taxes paid related to net share settlement		(980)		(644)		Taxes paid related to net share settlement		(645)		(417)
			$	(106,817)	$	(95,901)			$	(6,229)	$	(108,753)

The ~~increase~~decrease in cash used in financing ~~activities-continuing operations~~activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 versus the comparable period of ~~2020~~2021 was primarily due to ~~increased repurchases of~~a decrease in paydowns on our debt facilities, an increase in draws on our debt facilities, and a decrease in common ~~stock.~~stock repurchases.

Free Cash Flow

In addition to the above, we also review FCF when analyzing our cash flows from operations. We calculate free cash flow as cash flows from operating ~~activities-continuing operations,~~activities, adjusted for the principal loan net charge-offs and capital expenditures incurred during the period. While this is a non-GAAP measure, we believe it provides a useful presentation of cash flows derived from our core ~~continuing~~ operating activities. The below tables provides a reconciliation of free cash flow to our cash flows from operations.


		Six Months Ended June 30,						Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)		2021		2020		(Dollars in thousands)		2022		2021
Net cash provided by continuing operating activities			$	66,687	$	131,244
Net cash provided by operating activities							Net cash provided by operating activities		$	49,935	$	31,880
Adjustments:	Adjustments:						Adjustments:
Net charge-offs – combined principal loans	Net charge-offs – combined principal loans		(41,745)		(108,532)		Net charge-offs – combined principal loans		(59,793)		(22,632)
Capital expenditures	Capital expenditures		(7,563)		(9,508)		Capital expenditures		(6,277)		(3,383)
FCF	FCF		$	17,379	$	13,204	FCF		$	(16,135)	$	5,865

Our FCF was ~~$17.4~~$(16.1) million for the ~~first six~~three months ~~of 2021~~ended March 31, 2022 compared to ~~$13.2~~$5.9 million for the comparable prior year period. While our net cash provided by ~~continuing~~ operating activities ~~decreased~~increased by ~~$64.6~~$18.1 million, this was offset by ~~a similar decrease~~an increase of ~~$66.8~~$37.2 million in net charge-offs - combined principal loans and a ~~$1.9~~$2.9 million ~~decrease~~increase in capital expenditures.

7567

~~Operating~~COMMITMENTS AND CONTRACTUAL OBLIGATIONS

Debt Facilities

We have debt facilities to support the loans we make directly to our customers and the loan and credit card participations we, or our consolidated VIEs purchase from the third-party banks that license our brands. Each of these facilities have certain covenants for the Company overall, as well as certain covenants for the underlying product portfolios. All of our assets are pledged as collateral to secure one or more of the debt facilities.

See Note 5 - Notes Payable, Net in the Notes to the Condensed Consolidated Financial Statements included in this report for further information.

The outstanding balances of notes payable as of March 31, 2022 and December 31, 2021 are as follows:


(Dollars in thousands)	March 31, 2022		December 31, 2021
US Term Note bearing interest at the base rate + 7.0%	$	84,600	$	84,600
ESPV Term Note bearing interest at the base rate + 7.0%	192,100		192,100
EF SPV Term Note bearing interest at the base rate + 7.0%	122,800		137,800
EC SPV Term Note bearing interest at the base rate + 7.0%	45,500		55,500
TSPV Term Note bearing interest at the base rate + 3.60%	40,000		37,000
Pine Hill Term Note bearing interest at the base rate + 13.25%	20,000		—
Total	$	505,000	$	507,000

The following table presents the future debt maturities as of March 31, 2022:


Year (dollars in thousands)	March 31, 2022
Remainder of 2022	$	—
2023	—
2024	465,000
2025	40,000
2026	—
Thereafter	—
Total	$	505,000

Other Commitments

We are a party to other contractual obligations involving commitments to make payments to third parties. These obligations may impact our short-term or long-term liquidity and capital ~~expenditure requirements~~

We are continuing to assess our minimum cash and liquidity requirements and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle created by the COVID-19 pandemic. We believe that our existing cash balances, together with the available borrowing capacity under the VPC Facility, ESPV Facility, EF SPV Facility and EC SPV Facility, will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least this year. If our loan growth exceeds our expectations, our available cash balances may be insufficient to satisfy our liquidity requirements, and we may seek additional equity or debt financing. This additional capital may not be available on reasonable terms, or at all.

~~CONTRACTUAL OBLIGATIONS~~

resource needs. Our ~~principal commitments consist of obligations under our debt facilities and operating lease obligations. There have been no material changes to our~~primary contractual obligations ~~since December 31, 2020.~~include our operating leases, loss contingencies for legal matters (including amounts payable pursuant to the Think Finance and District of Columbia litigation settlements), and various compensation and benefit plans. See Note 7 - Leases, Note 8 - Share-based Compensation and Note 11 - Commitments, Contingencies included in this report for further information on our leases, loss contingencies and compensation plans, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

We previously provide services in connection with installment loans originated by independent third-party lenders (“CSO lenders”) whereby we ~~act~~acted as a credit service organization/credit access business on behalf of consumers in accordance with applicable state laws through our “CSO program.” The CSO program ~~includes~~included arranging loans with CSO lenders, assisting in the loan application, documentation and servicing processes. Under the CSO program, we ~~guarantee~~guaranteed the repayment of a customer’s loan to the CSO lenders as part of the credit services we ~~provide~~provided to the customer. ~~A customer who obtains a loan through~~As of September 30, 2021, the CSO program ~~pays us~~has completed its wind-down and the Company no longer has a fee for the credit services, including the guaranty, and enters into a contract with the CSO lenders governing the credit services arrangement. We estimate a liability for losses associated with the guaranty provided to the CSO lenders using assumptions and methodologies similar to the allowance for loan losses, which we recognize for our consumer loans.guarantee under this program.

RECENT REGULATORY DEVELOPMENTS

Federal Regulations: The Consumer Financial Protection Bureau (“CFPB”) amended Regulation F, 12 CFR part 1006, which implements the Fair Debt Collection Practices Act (FDCPA), to prescribe Federal rules governing certain activities of debt collectors. The final rule, among other things, clarifies the information that a debt collector must provide to a consumer at the outset of debt collection communications and provides a model notice containing such information, prohibits debt collectors from bringing or threatening to bring a legal action against a consumer to collect a time-barred debt, and requires debt collectors to take certain actions before furnishing information about a consumer’s debt to a consumer reporting agency. The rule isbecame effective on November 30, 2021.

On March 31, 2021, the Federal Reserve Board, the CFPB, the Federal Deposit Insurance Corporation ("FDIC"), the National Credit Union Administration ("NCUA") and the Office of the Comptroller of the Currency ("OCC") announced the request for information ("RFI") to gain input from financial institutions, trade associations, consumer groups, and other stakeholders on the growing use of Artificial Intelligence ("AI") by financial institutions. The request seeks comments regarding the use of AI, including machine learning, by financial institutions; appropriate governance, risk management and controls over AI; as well as challenges in developing, adopting and managing AI. The comment period was extended from May 30, 2021 to July 1, 2021 and is now closed.

On July 13, 2021, the Federal Reserve, Office of the Comptroller of the Currency, and the FDIC issued proposed guidance on managing risks associated with third-party relationships, including relationships with fintech entities and bank/fintech sponsorship arrangements. The guidance sets forth expectations for managing risk throughout the life cycle of such arrangements, including planning, due diligence and contract negotiation, oversight and accountability, ongoing monitoring, and termination. We will continue to monitor this guidance as it potentially becomes final.

On August 31, 2021, the U.S. District Court for the Western District of Texas issued an order in Community Financial Services Association of America, LTD. v. Consumer Financial Protection Bureau, granting the Bureau's motion for summary judgment and staying the date for complying with the CFPB's Rulemaking on Payday, Vehicle Title, and High-Cost Installment Loans for 286 days until June 13, 2022. On October 1, 2021, the trade groups appealed the Texas federal district court’s final judgment and argued that the compliance date should be 286 days after their appeal to the Fifth Circuit is resolved. On October 14, 2021, the Fifth Circuit Court of Appeals agreed to an extension of the compliance date until after resolution of the appeal. Oral arguments will be held May 9, 2022. Regardless of outcome of the appeal, it is anticipated that the rule will increase costs and create challenges in the Company's collection activities.

On April 26, 2022, the CFPB announced its intention to invoke its dormant authority to examine non-banks whose activities the CFPB has reasonable cause to determine pose risks to consumers. The CFPB clarified that this authority is not specific to any particular consumer financial product or service. While the procedural rule granting this authority has existed since 2013, the CFPB is clarifying its intent to invoke this authority. We intend to monitor this development closely.

State Privacy Laws: The California Consumer Privacy Act went into effect ~~Jan.~~January 1, 2020, and enforcement by California’s Office of the Attorney General began July 1, 2020. The California Privacy Rights Act ballot initiative passed in November 2020, with the majority of its provisions becoming operative ~~Jan.~~January 1, 2023.

~~There are bills pending~~ On March 2, 2021, Virginia passed the Consumer Data Protection Act which establishes a framework for controlling and processing personal data in the ~~California Legislature~~Commonwealth. The bill applies to all persons that ~~would amend~~conduct business in the ~~CCPA and/~~Commonwealth and either (i) control or process personal data of at least 100,000 consumers or (ii) derive over 50 percent of gross revenue from the ~~CPRA relating~~sale of personal data and control or process personal data of at least 25,000 consumers. The bill outlines responsibilities and privacy protection standards for data controllers and processors and has a delayed effective date of January 1, 2023. On July 7, 2021, Colorado Governor Jared Polis signed the Colorado Privacy Act into law that will go into effect on July 1, 2023. Once effective, covered entities will be required to provide Colorado residents with various privacy rights, including the right to access, correct, and delete their personal data and to opt out of ~~sales~~the sale of their personal data. Covered entities also will need to provide privacy policy disclosures and ~~one change~~create data protection assessments for certain types of processing activities. On March 25, 2022, the Utah Governor signed the Utah Consumer Privacy Act, which grants consumers similar rights to ~~authorized agent requests.~~access personal data, delete personal data, opt out of sharing or marketing based on personal data, and opt out of selling personal data. Ongoing implementation of and changes to ~~the CCPA, the CPRA and related requirements~~state-enacted privacy laws will increase the Company's costs and could create ~~further~~ challenges in the ~~California market.~~

~~The CFPB’s Payday, Vehicle Title and Certain High-Cost Installment Loan rule continues~~relevant markets. Many states have also introduced similar legislation to be stayed pursuant to litigation in a Texas federal court. Once the litigation is resolved, it is likely that the CFPB will revisit the rule as currently drafted. However, if the rule is not amended, Elevate is prepared to comply with the rule when it becomes effective.govern privacy.

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BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

Revenue recognition

We recognize consumer loan fees as revenues for each of the loan products we offer. Revenues on the Condensed Consolidated Statements of Operations include: finance charges, lines of credit fees, fees for services provided through CSO programs (“CSO fees”), and interest, as well as any other fees or charges permitted by applicable laws and pursuant to the agreement with the borrower. Other revenues also include marketing and licensing fees received from the originating lender related to the Elastic product and Rise bank-originated loans and from CSO fees related to the Rise product. Revenues related to these fees are recognized when the service is performed.

We accrue finance charges on installment loans on a constant yield basis over their terms. We accrue and defer fixed charges such as CSO fees and lines of credit fees when they are assessed and recognize them to earnings as they are earned over the life of the loan. We accrue interest on credit cards based on the amount of the ~~loan~~credit card balance outstanding and their contractual interest rate. ~~Credit~~Annual credit card membership fees are amortized to revenue over the card membership period. Other credit card fees, such as late payment fees and returned payment fees, are accrued when assessed. We do not accrue finance charges and other fees on installment loans or lines of credit for which payment is greater than 60 days past due. Credit card interest charges are recognized based on the contractual provisions of the underlying arrangements and are not accrued for which payment is greater than 90 days past due. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards have a grace period of 25 days and are considered delinquent after the grace period. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. Payments are generally first applied to accrued fees and interest, and then to the principal loan balance.

The spread of COVID-19 since March 2020 has created a global public health crisis that has resulted in unprecedented disruption to businesses and economies. In response to the pandemic's effects and in accordance with federal and state guidelines, we expanded our payment flexibility programs for our customers, including payment deferrals. This program allows for a deferral of payments for an initial period of 30-60 days, and generally up to a maximum of 180 days on a cumulative basis. The customer will return to their normal payment schedule after the end of the deferral period with the extension of their maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. Per FASB guidance, the finance charges will continue to accrue at a lower effective interest rate over the expected term of the loan considering the deferral period provided (not to exceed an amount greater than the amount at which the borrower could settle the loan) or placed on non-accrual status. The COVID-19 payment flexibility programs were no longer offered effective July 1, 2021, eliminating any new payment deferrals up to 180 days. We and the bank originators continue to offer certain payment flexibility programs if certain qualifications are met.

Our business is affected by seasonality, which can cause significant changes in portfolio size and profit margins from quarter to quarter. Although this seasonality does not impact our policies for revenue recognition, it does generally impact our results of operations by potentially causing an increase in its profit margins in the first quarter of the year and decreased margins in the second through fourth quarters.

Fair value measurements on consumer loans (Beginning January 1, 2022)

We adopted ASU 2016-13 and all related amendments effective January 1, 2022 and elected the fair value option provided by the transition relief of ASU 2019-05 on all loans receivable. We believe that electing the fair value method of accounting for the loans receivable aligns more closely with our portfolio decision making and better reflects the value of the loans receivable portfolio. We classify our fair value measurement techniques for the fair value disclosures associated with Loans receivable at fair value as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).

We use discounted cash flow analyses that factor estimated losses and prepayments over the estimated duration of the loans receivable. Future cash flows are discounted using a rate of return that we believe a market participant would require. Using historical data and consideration of recent trends, we determine loss and prepayment assumptions. We classify loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. An increase in past due loans is a consideration in the credit loss assumption as a significant increase in the percentage of past due loans may indicate a future increase in credit loss on the portfolio. Future cash flows are discounted using a rate of return that we believe a market participant would require.

Allowance and liability for estimated losses on consumer loans (Prior to January 1, 2022)

We ~~have~~previously had adopted Financial Accounting Standards Board (“FASB”) guidance for disclosures about the credit quality of financing receivables and the allowance for loan losses (“allowance”). We maintain an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. We primarily utilize historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but we also consider recent collection and delinquency trends, as well as macro-economic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of our customers, the estimate of the allowance for loan losses is subject to change in the near-term and could significantly impact the condensed consolidated financial statements. If a loan is deemed to be uncollectible before it is fully reserved, it is charged-off at that time. For loans classified as TDRs, impairment is typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate. ~~As permitted by the SEC, we~~We have elected to ~~not~~ adopt the Current Expected Credit Losses ("CECL") model as of January 1, 2022, which ~~would require~~requires a broader range of reasonable and supportable information to inform credit loss estimates. See "- Recently Issued Accounting Pronouncements And JOBS Act Election" for more information.

We classify loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Increases in the allowance are created by recording a Provision for loan losses in the Condensed Consolidated Statements of Operations. Installment loans and lines of credit are charged off, which reduces the allowance, when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off, which reduces the allowance, when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses previously charged to the allowance are credited to the allowance when collected.

~~Liability for estimated losses on credit service organization loans~~

Under the CSO program, we guarantee the repayment of a customer’s loan to the CSO lenders as part of the credit services we provide to the customer. A customer who obtains a loan through the CSO program pays us a fee for the credit services, including the guaranty, and enters into a contract with the CSO lenders governing the credit services arrangement. We estimate a liability for losses associated with the guaranty provided to the CSO lenders using assumptions and methodologies similar to the allowance for loan losses, which we recognize for our consumer loans.

Goodwill

Prior to the adoption of ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), our impairment evaluation of goodwill was already based on comparing the fair value of our reporting units to their carrying value. The adoption of ASU 2017-04 as of January 1, 2020 had no impact on our evaluation procedures. The fair value of the reporting units is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting units, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting units. The income approach uses our projections of financial performance for a six to nine-year period and includes assumptions about future revenues growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the reporting units’ operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint.

Internal-use software development costs

We capitalize certain costs related to software developed for internal use, primarily associated with the ongoing development and enhancement of our technology platform. Costs incurred in the preliminary development and post-development stages are expensed. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally three years.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences and benefits attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.

Relative to uncertain tax positions, we accrue for losses we believe are probable and can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. If the amounts recorded are not realized or if penalties and interest are incurred, we have elected to record all amounts within income tax expense.

~~We have no~~At December 31, 2021, the Company recorded ~~liabilities~~a gross liability for USan uncertain tax ~~positions at June 30, 2021~~position of $1.3 million and ~~December~~there have been no changes to the uncertain tax position as of March 31, ~~2020.~~2022. Tax periods from fiscal years 2014 to ~~2019~~2020 remain open and subject to examination for US federal and state tax purposes. As we had no operations nor had filed US federal tax returns prior to May 1, 2014, there are no other US federal or state tax years subject to examination.

Share-Based Compensation

In accordance with applicable accounting standards, all share-based compensation, consisting of stock options and restricted stock units (“RSUs") issued to employees is measured based on the grant-date fair value of the awards and recognized as compensation expense on a straight-line basis over the period during which the recipient is required to perform services in exchange for the award (the requisite service period). We also have an employee stock purchase plan (“ESPP”). The determination of fair value of share-based payment awards and ESPP purchase rights on the date of grant using option-pricing models is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, actual and projected employee stock option exercise activity, risk-free interest rate, expected dividends and expected term. We use the Black-Scholes-Merton Option Pricing Model to estimate the grant-date fair value of stock options. We also use an equity valuation model to estimate the grant-date fair value of RSUs. Additionally, the recognition of share-based compensation expense requires an estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND JOBS ACT ELECTION

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Recently Adopted Accounting Standards

See Note 1 in the Notes to the Condensed Consolidated ~~Condensed~~ Financial Statements included in this report for a discussion of recent accounting pronouncements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in interest rates. We do not use derivative financial instruments for speculative or trading purposes, although in the future we may enter into interest rate hedging arrangements to manage the risks described below.

Interest rate sensitivity

Our cash and cash equivalents as of ~~June 30, 2021~~March 31, 2022 consisted of demand deposit accounts. Our primary exposure to market risk for our cash and cash equivalents is interest income sensitivity, which is affected by changes in the general level of interest rates. Given the currently low interest rates, we generate only a de minimis amount of interest income from these deposits.

All of our customer loan portfolios are fixed APR loans and not variable in nature. Additionally, given the high APRs associated with these loans, we do not believe there is any interest rate sensitivity associated with our customer loan portfolio.

On February 1, 2019, the VPC and ESPV Facilities were amended and a new EF SPV Facility was added. As part of these amendments, the base interest rate on existing debt outstanding on February 1, 2019 was locked to the 3-month LIBOR as of February 1, 2019 of 2.73% until note maturity. Any additional borrowings on the facilities (excluding the 4th Tranche Term Note) after February 1, 2019 bear a base interest rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus the applicable spread at the borrowing date. On July 31, 2020, the new EC SPV Facility was added which is tied to the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%, and does not have a rate lock. On October 12, 2021, the new TSPV Facility was added. ~~This facility~~The TSPV Facility does not have a rate lock and is based on the Wall Street Journal Prime Rate with a 3.25% floor. On January 28, 2022, the Pine Hill Facility was added which is tied to the ~~3-month LIBOR rate.~~Secured Overnight Financing Rate with a 1% floor and no rate lock.

Any increase in the base interest rate on future borrowings will result in an increase in our net interest expense. The outstanding balance of our VPC Facility at ~~June 30,~~both March 31, 2022 and December 31, 2021 was ~~$68.6 million and the balance at December 31, 2020 was $122.6~~$84.6 million. The outstanding balance of our ESPV Facility was ~~$159.6 million and $199.5~~$192.1 million at ~~June 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively.~~2021. The outstanding balance of our EF SPV Facility was ~~$89.8~~$122.8 million at ~~June 30, 2021~~March 31, 2022 and the balance at December 31, ~~2020~~2021 was ~~$93.5~~$137.8 million. The outstanding balance of our EC SPV Facility was ~~$35.0~~$45.5 million and ~~$25~~$55.5 million at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The outstanding balance of our TSPV Facility was $40 million and $37 million at March 31, 2022 and December 31, 2021, respectively. The Pine Hill Facility had an outstanding balance of $20 million at March 31, 2022. Based on the average outstanding indebtedness through the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, a 1% (100 basis points) increase in interest rates would have increased our interest expense by approximately $1.3 million for the period.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and interim Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In ~~addition to the matters discussed below, in~~ the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows.

In December 2019, the TFI bankruptcy plan was confirmed, and any potential future claims from the TFI Creditors' Committee were assigned to the Think Finance Litigation Trust (“TFLT”). On August 14, 2020, the TFLT filed an adversary proceeding against Elevate Our material legal proceedings are described in Part I, Item 1 of this Form 10-Q in the ~~United States Bankruptcy Court for the Northern District of Texas, alleging certain avoidance claims related~~Notes to ~~Elevate’s spin-off from TFI~~Condensed Consolidated Financial Statements in Note 11, "Commitments, Contingencies and Guarantees" under the Bankruptcy Code and TUFTA. If it were determined that the spin-off constituted a fraudulent conveyance or that there were other avoidance actions associated with the spin-off, then the spin-off could be deemed void and there could be a number of different remedies imposed against Elevate, including without limitation, the requirement that Elevate has to pay money damages. While the TFLT values this claim at $246 million, we believe that we have valid defenses to the claim and intend to vigorously defend against this claim.

Relating to the operations of TFI prior to and immediately after the 2014 spin-off from TFI, on August 14, 2020, a class action lawsuit against Elevate was filed in the Eastern District of Virginia alleging violations of usurious interest and aiding and abetting various racketeering activities. On October 26, 2020, Elevate filed a motion to dismiss and awaits a ruling on that motion. Elevate views this lawsuit as without merit and intends to vigorously defend its position. We have an accrual for a contingent loss in the amount of $17 million for estimated loss related to the TFLT and class action disputes at June 30, 2021. The accrual is recognized as Non-operating loss in the Consolidated Statements of Operations and as Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Even when an accrual is recorded, we may be exposed to loss in excess of any amounts accrued. While Elevate can provide no assurances as to the duration or potential outcome of such proceedings, in the event that for either proceeding there is a settlement and Elevate is unable to pay any amount resulting from such settlement, it could have a material adverse effect on Elevate’s financial condition, or, if there is no settlement and Elevate is deemed to ultimately be liable in these matters, Elevate could be obligated to file for bankruptcy.

In addition, on January 27, 2020, Sopheary Sanh filed a class action complaint in the Western District Court in the state of Washington against Rise Credit Service of Texas, LLC d/b/a Rise, Opportunity Financial, LLC and Applied Data Finance, LLC d/b/a Personify Financial. The Plaintiff in the case claims that Rise and Personify Financial have violated Washington’s Consumer Protection Act by engaging in unfair or deceptive practices, and seeks class certification, injunctive relief to prevent solicitation of consumers to apply for loans, monetary damages and other appropriate relief, including an award of costs, pre- and post-judgment interest, and attorneys' fees. The lawsuit was removed to federal court. On January 12, 2021, the court granted Rise's motion to dismiss, as well as the other non-affiliated service providers. The Judge did, however, allow Plaintiff the opportunity to amend its complaint. On June 22, 2021, the Plaintiff filed her Amended Complaint alleging that Elevate or its subsidiary were not service providers to the originating bank, but rather the true lender. On July 20, 2021, Elevate filed its Motion to Dismiss the Amended Complaint. Elevate disagrees that it has violated the Washington Consumer Protection Act and it intends to vigorously defend its position.

heading "Other Matters."

Item 1A. Risk Factors

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020, except as set forth below.~~

~~RISKS RELATED TO OUR BUSINESS AND INDUSTRY~~

The consumer lending industry continues to be subject to new laws and regulations in many jurisdictions that could restrict the consumer lending products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current operations.

State and federal governments regulatory bodies may seek to impose new laws, direct contractual arrangements with us, regulatory restrictions or licensing requirements that affect the products or services we offer, the terms on which we may offer them, and the disclosure, compliance and reporting obligations we must fulfill in connection with our lending business. They may also interpret or enforce existing requirements in new ways that could restrict our ability to continue our current methods of operation or to expand operations, impose significant additional compliance costs and may have a negative effect on our business, prospects, results of operations, financial condition or cash flows. In some cases, these measures could even directly prohibit some or all of our current business activities in certain jurisdictions or render them unprofitable or impractical to continue.

In recent years, consumer loans, and in particular the category commonly referred to as “payday loans,” have come under increased regulatory scrutiny that has resulted in increasingly restrictive regulations and legislation that makes offering consumer loans in certain states in the US less profitable or unattractive. On July 7, 2020, the CFPB issued a final rule concerning small dollar lending in order to maintain consumer access to credit and competition in the marketplace. The final rule rescinds the mandatory underwriting provisions of the previously proposed 2017 rule after re-evaluating the legal and evidentiary bases for these provisions and finding them to be insufficient. The final rule does not rescind or alter the payments provisions of the 2017 rule. This, and other rules concerning providers of non-prime credit and service providers of non-prime lenders continue to impact the markets open to our products and services.

In order to serve our non-prime customers profitably we need to sufficiently price the risk of the transaction into the APR of our loans. If individual states or the federal government impose rate caps lower than those at which we can operate our current business profitably or otherwise impose stricter limits on non-prime lending, we would need to exit such states or dramatically reduce our rate of growth by limiting our products to customers with higher creditworthiness. For example, on January 1, 2020, California lending law changed to impose a rate cap of 36% plus the Federal Funds Rate set by the Federal Reserve Board for all consumer-purpose installment loans, including personal loans, car loans, and auto title loans, as well as open-end lines of credit made under its California Financing Law where the amount of credit is $2,500 or more but less than $10,000. Rise loans originated by Elevate were impacted by this law and as a result, as of January 1, 2020 through the second quarter of 2021, no new Rise loans have been originated in California.

On March 23, 2021, a 36% "all in" APR rate cap on all consumer loans was signed into law in the state of Illinois. The law broadly defines “lender” to include any (i) affiliate or subsidiary of a lender or (ii) person or entity that buys a whole or partial interest in a loan, arranges a loan for a third party or acts as an agent for a third party in making a loan. The definition of “lender” also includes any other person or entity if the Department of Financial and Professional Regulation determines that the person or entity is engaged in a transaction that it is in substance a disguised loan or a subterfuge for the purpose of avoiding this legislation. Federal and state-chartered banks are exempted from the new law. The legislation includes a “no evasion” provision. Any loan made in excess of the "all in" 36% APR is considered null and void. Rise Credit of Illinois will no longer originate loans that are not in compliance with the new law.

On April 16, 2021, the North Dakota Governor signed a bill that amends the North Dakota Money Brokers Act to limit the annual interest rate that licensees may charge to 36%. The law is effective August 1, 2021. ~~On or before that date, Rise Credit of North Dakota will no longer originate loans that are not in compliance with the new law.~~

~~At the national level, bills that would create a national interest rate cap of 36% on consumer loans have been proposed at various times, including in 2009, 2013, 2015, 2017 and 2019.~~

Furthermore, legislative or regulatory actions may be influenced by negative perceptions of us and our industry, even if such negative perceptions are inaccurate, attributable to conduct by third parties not affiliated with us (such as other industry members) or attributable to matters not specific to our industry.

Any of these or other legislative or regulatory actions that affect our consumer loan business at the national, state and local level could, if enacted or interpreted differently, have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows and prohibit or directly or indirectly impair our ability to continue current operations.

~~OTHER RISKS RELATED TO COMPLIANCE AND REGULATION~~

The regulatory landscape in which we operate is continually changing due to new CFPB rules, regulations and interpretations, as well as various legal actions that have been brought against others in marketplace lending, including several lawsuits that have sought to re-characterize certain loans made by federally insured banks as loans made by third parties. If litigation on similar theories were brought against us when we work with a federally insured bank that makes loans, rather than making loans ourselves and were such an action to be successful, we could be subject to state usury limits and/or state licensing requirements, in addition to the state consumer protection laws to which we are already subject, in a greater number of states, loans in such states could be deemed void and unenforceable, and we could be subject to substantial penalties in connection with such loans.

The case law involving whether an originating lender, on the one hand, or third party vendors, on the other hand, are the “true lenders” of a loan is still developing and courts have come to different conclusions and applied different analyses. The determination of whether a third-party service provider is the “true lender” is significant because third-parties risk having the loans they service becoming subject to a consumer’s state usury limits. A number of federal courts that have opined on the “true lender” issue have looked to who is the lender identified on the borrower’s loan documents and who funds the loan. A number of state courts and at least one federal district court have considered a number of other factors when analyzing whether the originating lender or a third party is the “true lender,” including looking at the economics of the transaction to determine, among other things, who has the predominant economic interest in the loan being made. If we were re-characterized as a “true lender” with respect to any bank or third party we work with, loans could be deemed to be void and unenforceable in some states, the right to collect finance charges could be affected, and we could be subject to fines and penalties from state and federal regulatory agencies as well as claims by borrowers, including class actions by private plaintiffs.

Even if we were not required to change our business practices to comply with potentially applicable state laws and regulations or cease doing business in some states, we could be required to register or obtain lending licenses or other regulatory approvals that could impose a substantial cost on us. If the banks we work with or any other third party were subject to such a lawsuit, they may elect to terminate their relationship with us voluntarily or at the direction of their regulators, and if they lost the lawsuit, they could be forced to modify or terminate the programs.

~~On August 13, 2018, the California Supreme Court in~~ ~~Eduardo De La Torre, et al. v. CashCall, Inc.~~, held that interest rates on consumer loans of $2,500 or more could be found unconscionable under section 22302 of the California Financial Code, despite not being subject to certain statutory interest rate caps and that such a finding requires a full unconscionability analysis, which is fact-intensive. The California Supreme Court did not hold that any particular loan or loans were unconscionable. In its opinion, the California Supreme Court noted that the unconscionability determination is not an easy one, that high interest rates may indeed be justified for higher risk borrowers. As a result of the California Supreme Court’s ruling, the case was remanded to the Northern District of California. The Judge for the Northern District of California dismissed the case, on the basis that the unconscionability analysis and class action determination are matters of state law for evaluation by a state court.

On April 13, 2021, a case was decided in the Northern District of California involving FinWise Bank and its non‑bank service provider, Opportunity Financial, LLC, challenging the validity of loans and business practices associated with a bank partnership program. The plaintiff, a California consumer, alleged that the defendants operated a “rent-a-bank” scheme to issue high-cost loans although the bank was listed as the lender on the loan. The plaintiff claimed the bank was lender in name only, with the service provider marketing the loan, purchasing the loan and then servicing and collecting the loan, which plaintiff alleged were to evade California interest rate restrictions.

Plaintiff claims were under both California and Utah law for unfair and unconscionable conduct. The defendants challenged all claims based on the doctrine of federal preemption and alternatively that if preemption failed that the action failed to state a cognizable claim under either state’s law.

The court found that all of the plaintiff’s claims failed on the merits. In part, the Court held that the plaintiff failed to show that the defendants were subject to the California Financial Code which contains wording that the California statute does not apply to any person doing business under any law of any state relating to banks. In that regard, the Court upheld existing precedent that as to usury, the court may look only to the face of the transaction and not to the intent of the parties, citing ~~Beechum v. Navient Sols., Inc., 2016 WL 5340454 (C.D. Cal. 2016)~~. On the face of the loan agreement, it was not subject to California law. The court noted that arguments as to evasion of California law are irrelevant since the bank is the lender on the documents. The court also reviewed the service provider’s website and found that it was not misleading as to who was the lender on the loans. The Court also dismissed claims under Utah law for unconscionability in that Utah law allows any rate of interest to be charged on a loan.

A claim was also made under the Electronic Funds Transfer Act ("EFTA") that a preauthorized transfer was required as a condition of the loan and therefore violated EFTA and Regulation E. The court found this claim to be insufficient based on language in the loan agreement allowing for alternative payment methods.

~~Similarly, on April 7, 2021, in~~ ~~Robinson and Spears v. Nat’l. Collegiate Student Loan Trust 2006-2, 2021 WL 1293707, Case No. 20-cv-10203 ADB (D. Mass. April 7, 2021)~~,the court upheld the concept of “valid when made” and found that Section 85 of the National Bank Act preempts conflicting Pennsylvania law and national banks have the power to purchase and sell loans (citing 12 CFR 7.4008(a)). The Court ruled that the interest rate on the original loan was non-usurious and therefore could not become usurious upon assignment. As to the true lender challenge, the Court held that the plaintiffs had not identified any binding authority that would require it to apply the true lender doctrine. In addition, the Court saw that the bank was named as the lender on the loan document, funded the loan and could be required to hold the loan for an extended period of time.

~~On August 31, 2016, the United States District Court for the Central District of California ruled in~~ ~~CFPB v. CashCall, Inc. et. al.~~ that CashCall was the “true lender” and consequently was engaged in deceptive practices by servicing and collecting on payday loans in certain states where the interest rate on the loans exceeded the state usury limit and/or where CashCall was not a licensed lender. In reaching its decision, the court adopted a “totality of the circumstances” test to determine which party to the transaction had the “predominant economic interest” in the transaction. Given the fact-intensive nature of a “totality of the circumstances” assessment, the particular and varied details of marketplace lending and other bank partner programs may lead to different outcomes to those reached in CashCall, even in those jurisdictions where courts adopt the “totality of the circumstances” approach. Although CashCall is appealing the decision in the Ninth Circuit, on January 26, 2018, the District Court ordered CashCall to pay approximately $10.2 million in civil money penalties, but no consumer restitution. In issuing the judgment, which was significantly less than the $280 million the CFPB sought in penalties and consumer restitution, the Court found that CashCall had not knowingly or recklessly violated consumer protection laws, and that the CFPB had not demonstrated that consumer restitution was an appropriate remedy.

~~In addition to true lender challenges, a question regarding the applicability of state usury rates may arise when a loan is sold from a bank to a non-bank entity. In~~ ~~Madden v. Midland Funding, LLC~~, the Court of Appeals for the Second Circuit held that the federal preemption of state usury laws did not extend to the purchaser of a loan issued by a national bank. In its brief urging the US Supreme Court to deny certiorari, the US Solicitor General, joined by the Office of the Comptroller of the Currency (“OCC”), noted that the Second Circuit (Connecticut, New York and Vermont) analysis was incorrect. On remand, the United States District Court for the Southern District of New York concluded on February 27, 2017 that New York’s state usury law, not Delaware's state usury law, was applicable and that the plaintiff’s claims under the FDCPA and state unfair and deceptive acts and practices could proceed. To that end, the court granted Madden’s motion for class certification. It is unknown whether Madden will be applied outside of the defaulted debt context in which it arose. To the extent that either the holdings in ~~CashCall~~ or ~~Madden~~ were broadened to cover circumstances applicable to our business, or if other ligation on related theories were brought against us and were successful, or we were otherwise found to be the "true lender," we could become subject to state usury limits and state licensing laws, in addition to the state consumer protection laws to which we are already subject, in a greater number of states, loans in such states could be deemed void and unenforceable, and we could be subject to substantial penalties in connection with such loans.

~~In two New York cases,~~ ~~Petersen, et al. v. Chase Card Funding, LLC et al., Case 1:19-cv-00741-LJV (W.D.N.Y. filed June 6, 2019) and~~ ~~Cohen et al. v. Capital One Funding, LLC et al~~., No. 19-03479 (E.D.N.Y. filed June 12, 2019), class action status was sought against defendants affiliated with two national banks that acted as special purpose entities in credit card receivables securitization transactions sponsored by the banks. The actions alleged that the defendants’ acquisition, collection and enforcement of the banks’ credit card receivables violated New York usury laws and that the non-bank entities were not entitled to the benefits of federal preemption and must be limited to collecting interest under state usury limits. Both cases were dismissed in September 2020 because both banks held a continuing interest in the loans including retention of the account and the continuing right to change interest rates.

~~In response to the uncertainty~~ ~~Madden~~ created as to the validity of interest rates of bank-originated loans, both the OCC and FDIC issued final rules to clarify that when a bank sells, assigns or otherwise transfers a loan, the interest permissible prior to the transfer continues to be permissible following the transfer. The OCC final rule was effective on August 3, 2020. The FDIC final rule was effective on August 21, 2020. On July 29, 2020, the attorneys general from California, Illinois and New York filed a lawsuit against the OCC challenging the rule. Then in August 2020, attorneys general from California, Illinois, Massachusetts, Minnesota, New Jersey, New York, North Carolina and D.C. sued the FDIC alleging the core of the rule-making "is beyond the FDIC's power to issue, is contrary to statute, and would facilitate predatory lending through sham 'rent-a-bank' partnerships designed to evade state law."

On October 27, 2020, the OCC issued its final rule to remove uncertainty and determine when a national bank or federal savings association makes a loan and is the "true lender" in the context of a partnership between a bank and a third party.The rule specified that a bank makes a loan and is the "true lender" if, as of the date of origination, it (1) is named as the lender in the loan agreement or (2) funds the loan. The rule became effective December 29, 2020. However, this rule was rescinded through a Congressional Review Act resolution and on June 30, 2021, President Biden signed the resolution to overturn the rule. The repeal of this rule does not directly impact Elevate, as the banks it works with are state banks which are regulated by the FDIC.

On July 20, 2020, the FDIC announced that is seeking the public's input on the potential for a public/private standard-setting partnership and voluntary certification program to promote the efficient and effective adoption of innovative technologies at FDIC-supervised financial institutions. The Request for Information asks whether the proposed program might reduce the regulatory and operational uncertainty that may prevent financial institutions from deploying new technology or entering into partnerships with technology firms, including "fintechs." The deadline for comments was September 22, 2020. Further, FDiTech, a new organization within the FDIC, is dedicated to promoting innovative and transformative financial services technologies and exploring how innovation can help expand banking services to unbanked and under-banked consumers.

On January 1, 2021, the California Consumer Financial Protection Law ("CCFPL"), expanded the enforcement powers of the California Department of Financial Protection and Innovation (previously known as the California Department of Business Oversight). The new law extends state oversight of financial services providers not currently subject to state supervision.

In 2017, the Colorado Attorney General filed complaints in state court against marketplace lenders Marlette Funding LLC and Avant of Colorado LLC on behalf of the administrator of Colorado’s Uniform Consumer Credit Code (“UCCC”), alleging violations of the UCCC based on “true lender” and loan assignment (Madden) cases with respect to lending programs sponsored by WebBank and Cross River Bank, respectively. After years of litigation, on August 7, 2020, all parties entered into a settlement of all claims comprising of a civil money penalty of $1,050,000 and a $500,000 contribution to a Colorado financial literacy program. The settlement provides a safe harbor for the marketplace lending programs at issue in the suits, as well as certain of the banks’ other marketplace lending programs if certain criteria related to oversight, disclosure, funding, licensing, consumer terms, and structure are followed. Only the parties to the litigation are bound by this settlement and further, it only applies to closed-end loans offered by banks in conjunction with non-bank partners or fintechs partnering with banks that involve origination of loans through an online platform. Another marketplace lender, Kabbage, Inc. and its bank, Celtic Bank, were sued in Massachusetts federal court in 2017, with the defendant alleging that Kabbage, not Celtic Bank, is the “true lender.” Kabbage, Inc. was successful in compelling arbitration in that case. In October 2019, Kabbage was sued in the Southern District of New York by several small businesses alleging violations of state usury laws (California, Massachusetts, Colorado, New York) and racketeering and conspiracy under federal RICO statutes. It also includes claims for violations of various state laws other than usury laws, including the California Financing Law Code ("CFLC"). This case was settled and dismissed in August 2020.

In the last few months, we have seen increased activity by some state regulatory authorities seeking to understand the services we provide to our Bank Partners. We cannot predict the final outcome of these inquiries or to what extent any obligations arising out of such final outcome will be applicable to our Company, business or officers, if at all. It is possible that some state regulators could conclude that we are subject to state laws, including licensing or registration in connection with services we provide to our Bank Partners. The recent and anticipated further clarifications of federal interest rate preemption by the OCC and FDIC should provide clarification to such conclusions.

8775

2. Unregistered Sales of Equity Securities and Use of Proceeds.

Repurchases of Equity Securities

~~At June 30, 2021,~~During the three months ended March 31, 2022, and in connection with the litigation settlement terms, we ~~had an~~repurchased $3.3 million of common shares under our outstanding stock repurchase program authorized by our Board of ~~Directors providing~~Directors. The stock repurchase program, as amended, provides for the repurchase of up to ~~$55~~$80 million of our common stock through July 31, 2024 inclusive of a $25 million increase to the plan authorized by the Board of Directors in January 2021. The Company purchased $3.3 million of common shares under its $10 million authorization during the second half of 2019 and during the year ended December 31, 2020, an additional 7,694,896 shares were repurchased at a total cost of $19.8 million, inclusive of any transactional fees or commissions. The share repurchase program, as amended, provides that up to a maximum aggregate amount of ~~$25~~$35 million shares may be repurchased in any given fiscal year. Repurchases will be made in accordance with applicable securities laws from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The share repurchase plan does not require the purchase of any minimum number of shares and may be implemented, modified, suspended or discontinued in whole or in part at any time without further notice. All repurchased shares may potentially be withheld for ~~the vesting~~fulfillment of ~~RSUs.~~certain employee stock equity programs.

The following table provides information about our common stock repurchases during the quarter ended ~~June 30, 2021.~~March 31, 2022.

Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of the publicly announced program Approximate dollar value of shares that may yet be purchased under the program (2)
April 1, 2021 to April 30, 2021 1,086,242 $ 2.97 1,048,996 $ 17,795,954
May 1, 2021 to May 31, 2021 830,409 $ 3.00 702,476 $ 15,307,567
June 1, 2021 to June 30, 2021 587,613 $ 3.81 587,613 $ 13,070,288
Total 2,504,264 $ 3.18 2,339,085


Period	Total number of shares purchased (1)	Average price paid per share (2)		Total number of shares purchased as part of the publicly announced program	Approximate dollar value of shares that may yet be purchased under the program (2)
January 1, 2022 to January 31, 2022	48,114	$	3.09	47,981	$	29,153,204
February 1, 2022 to February 28, 2022	965,110	$	3.46	924,495	$	25,972,942
March 1, 2022 to March 31, 2022	159,157	$	3.05	—	$	25,972,942
Total	1,172,381	$	3.39	972,476

(1)During the quarter ended ~~June 30, 2021,~~March 31, 2022, certain RSUs were net share-settled to cover the required withholding tax and the remaining amounts were converted into an equivalent number of shares of the Company's common stock. The Company withheld ~~165,179~~199,905 shares for applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities during the quarter ended ~~June 30, 2021.~~March 31, 2022.

(2)Includes fees and commissions associated with the shares repurchased.

8876

Item 6. Exhibits


Exhibit number			Description
~~10.1+#~~10.1			~~Employment, Confidentiality~~Second Amendment to Fifth Amended and ~~Non-Solicitation~~Restated Financing Agreement, dated ~~May 1, 2014,~~January 17, 2022, by and ~~between Sarah Fagin Cutrona~~among Rise SPV, LLC as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and ~~Elevate Credit Service,~~Victory Park Management, LLC ~~(1)~~as administrative agent and collateral agent
~~10.2+#~~10.2			Third Amendment to Financing Agreement, dated January 17, 2022, by and among EF SPV, LTD. as borrower, the guarantors party thereto, the lenders park thereto and Victory Park Management, LLC as administrative agent and collateral agent
10.3			First Amendment to ~~Employment, Confidentiality and Non-Compete~~Financing Agreement, dated ~~December 11, 2015,~~January 17, 2022, by and ~~between Sarah Fagin Cutrona~~among EC SPV, Ltd. as the borrower, the guarantors party thereto, the lenders party thereto and ~~Elevate Credit Service,~~Victory Park Management, LLC ~~(1)~~as agent
~~10.3+#~~10.4			~~Second~~First Amendment ~~to Employment, Confidentiality and Non-Compete~~of Financing Agreement, dated ~~March~~February 15, 2022, effective January 1, ~~2017,~~2022, by and ~~between Sarah Fagin Cutrona~~among Today SPV, LLC; Today Card, LLC; the Other Credit Parties; PCAM Credit XV, LLC; and ~~Elevate Credit Service,~~Park Cities Asset Management, LLC ~~(1)~~
~~10.4+#~~			~~Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Sarah Fagin Cutrona and Elevate Credit Service, LLC (1)~~
31.1			Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
31.2			Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
32.1&			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2&			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.


#						~~Previously filed.~~

+						~~Indicates a management contract or compensatory plan.~~
&						This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

~~(1) Filed as an exhibit to our Quarterly Report on Form 10-Q filed on May 7, 2021.~~

8977

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


		Elevate Credit, Inc.

Date:	~~August~~May 6, ~~2021~~2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Date:	~~August~~May 6, ~~2021~~2022	By:	/s/ ~~Christopher Lutes~~Chad Bradford
			~~Christopher Lutes~~Chad Bradford
			Interim Chief Financial Officer (Principal Financial Officer)

9078


	Six Months Ended June 30, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	33,968	$	13,201	$	1,910	$	49,079
Provision for loan losses	36,154		10,545		1,496		48,195
Charge-offs	(46,275)		(14,913)		(1,619)		(62,807)
Recoveries of prior charge-offs	4,252		1,539		63		5,854

Total	28,099		10,372		1,850		40,321
Accrual for CSO lender owned loans	(7)		0		0		(7)
Balance end of period	$	28,092	$	10,372	$	1,850	$	40,314


	Six Months Ended June 30, 2020
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	52,099	$	28,852	$	1,041	$	81,992
Provision for loan losses	81,576		37,076		1,400		120,052
Charge-offs	(102,130)		(51,554)		(1,115)		(154,799)
Recoveries of prior charge-offs	9,069		4,230		50		13,349

Total	40,614		18,604		1,376		60,594
Accrual for CSO lender owned loans	(1,156)		0		0		(1,156)
Balance end of period	$	39,458	$	18,604	$	1,376	$	59,438


Year (dollars in thousands)	June 30, 2021
Remainder of 2021	$	0
2022	0
2023	0
2024	353,000
2025	0
Thereafter	0
Total	$	353,000


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands except per share amounts)	2021		2020		2021		2020
Net income (loss) from continuing operations	$	(3,045)	$	16,093	$	9,671	$	24,015

Impact of contingent loss related to a legal matter	—		1,422		—		5,685
Cumulative tax effect of adjustments	—		(395)		—		(1,580)
Adjusted earnings (loss)	$	(3,045)	$	17,120	$	9,671	$	28,120

Diluted earnings (loss) per share - continuing operations	$	(0.09)	$	0.38	$	0.27	$	0.56

Impact of contingent loss related to a legal matter	—		0.03		—		0.13
Cumulative tax effect of adjustments	—		(0.01)		—		(0.04)
Adjusted diluted earnings (loss) per share	$	(0.09)	$	0.40	$	0.27	$	0.65