Cash Flows

The following highlights our cash flow activity and the sources and uses of funding during the periods ~~indicated:~~indicated (in thousands):

Nine Months Ended September 30,
(dollars in thousands) 2018 2017
Net cash (used in) provided by operating activities $ (72,601 ) $ 29,412
Net cash used in investing activities (21,442 ) (16,252 )
Net cash provided by (used in) financing activities 90,449
(115,555 )



	Nine Months Ended September 30,
	2019			2018
Net cash provided by continuing operating activities	$	464,293		$	357,079
Net cash used in continuing investing activities	(391,188		)	(421,423		)
Net cash (used in) provided by continuing financing activities	(58,488		)	90,449

Continuing Operating ~~activities~~Activities

Net cash ~~used~~provided by continuing operating activities for the nine months ended September 30, 2019 was $464.3 million, primarily attributable to net income from continuing operations of $74.3 million, the effect of non-cash reconciling items of $364.3 million, which includes provision for loan losses of $338.3 million, and changes in our operating assets and liabilities which provided $25.6 million.

Net cash provided by continuing operating activities for the nine months ended September 30, 2018 was ~~$72.6~~$357.1 million. Contributing to current year net cash ~~used in~~provided by continuing operating activities ~~were net loss of $7.8 million and expenses, primarily~~ non-cash ~~of $412.7 million. Major components of non-cash expenses include~~reconciling items, such as depreciation and amortization, provision for loan losses and loss on extinguishment of debt ~~extinguishment and share-based compensation expense.~~for a total of $398.1 million. Contributions from ~~net loss and~~ non-cash ~~expenses~~reconciling items were offset by changes in our operating assets and liabilities of ~~$477.5~~$42.1 million. ~~Our loans receivable change represented $444.4 million of the total change in operating assets and liabilities.~~

Continuing Investing Activities

Net cash ~~provided by operating~~used in continuing investing activities for the nine months ended September 30, ~~2017~~2019 was ~~$17.0~~$391.2 million, primarily reflecting the net origination of loans of $374.4 million. ~~Contributing~~In addition, we used cash to ~~net cash provided by operating activities were net income~~purchase $8.7 million of ~~$42.7~~property and equipment, including software licenses and $8.2 million ~~and non-cash expenses, such as depreciation and amortization and the provision for loan losses for a total~~ of ~~$244.4 million, partially offset by changes~~additional investment in our operating assets and liabilities of $270.2 million. The most significant change within operating assets and liabilities was a $295.1 million increase in loans receivable, net of provision for losses.Zibby.

~~Loans receivable~~Net cash used in continuing investing activities for the nine months ended September 30, 2018 was $421.4 million, primarily reflecting the net origination of loans of $412.4 million. In addition, we used cash to purchase $8.0 million of property and equipment, including software licenses, and to purchase $1.0 million of Zibby preferred shares.

Origination of loans will fluctuate from ~~period to period~~period-to-period, depending on the timing of loan issuances and collections. A seasonal decline in consumer loans receivable typically ~~takes place~~occurs during the first quarter of the year and is driven by income tax refunds in the ~~United States.~~U.S. Typically, customers will use the proceeds from income tax refunds to pay outstanding loan balances, resulting in an increase ofin our net cash balances and a decrease ofin our consumer loans receivable balances. Consumer loans receivable balances typically reflect growth during the remainder of the year.

~~Investing activities~~Continuing Financing Activities

Net cash used in ~~investing~~continuing financing activities for the nine months ended September 30, ~~2018~~2019 was ~~$21.4 million. We used cash~~$58.5 million, primarily due to ~~purchase approximately $8.2~~(i) $27.1 million of ~~property~~cash used to repurchase 2,000,000 shares of our common stock, at a price of $13.55 per share, owned by FFL and ~~equipment, including software licenses, and to purchase $1.0~~(ii) $25.1 million of ~~Cognical Holdings preferred shares. Additionally,~~cash used to repurchase 2,089,644 shares of our common stock under the ~~increase in restricted cash of $12.3 million was primarily attributable to our Non-Recourse U.S. SPV Facility and our Non-Recourse Canada SPV Facility entered into~~share repurchase program which began during the ~~three months ended September 30, 2018.~~

Net cash used in investing activities for the nine months ended September 30, 2017 was $16.3 million. Restricted cash increased by approximately $3.4 million primarily attributable to our Non-Recourse U.S. SPV Facility. Additionally, we purchased approximately $7.9 millionsecond quarter of ~~property and equipment, including software licenses, and $5.0 million of Cognical Holdings preferred shares.~~

~~Financing activities~~2019.

Net cash provided by continuing financing activities for the nine months ended September 30, 2018 was $90.4 million. During the quarter, we extinguished $527.5 million of our 12.00% Senior Secured Notes from the issuance of our 8.25% Senior Secured ~~Bonds~~Notes of $690.0 million. As part of the extinguishment, we paid a $63.4 million of call premium. We also entered into a Non-Recourse Canada SPV facility during the quarter, which provided $89.9 million of proceeds and was offset by net payments on our U.S. SPV ~~Facility~~facility of $44.6 million. Net proceeds from the issuance of common stock and proceeds from the exercise of stock options were $12.0 million as of September 30, 2018.

Net cash used in financing activities for the nine months ended September 30, 2017 was $103.1 million. During this period, CFTC extinguished its 10.75% Senior Secured Notes for $426.0 million (which included $8.9 million of call premium) and extinguished our Senior Cash Pay Notes for $130.1 million. These payments were partially financed by proceeds of $447.6 million (net of $14.0 million of debt issuance costs and $8.5 million of discount on notes issued) from the issuance of our 12.00% Senior Secured

~~Notes due 2022. We had net borrowings of $24.9 million from our U.S. SPV Facility and our ABL Facility. We also paid a dividend of $36.5 million to our stockholders.~~

Contractual Obligations

There have been no significant developments with respect to our contractual obligations since December 31, ~~2017,~~2018, as described in our ~~Annual Report on~~2018 Form ~~10-K, other than the financing transactions entered into and noted in~~ ~~Liquidity and Capital Resources - Borrowings~~.10-K.

Regulatory Environment and Compliance

There have been no significant developments with respect to our regulatory environment and compliance since December 31, ~~2017,~~2018, as described in our ~~Annual Report on~~2018 Form 10-K ~~other than~~except for the following:

~~Recent developments regarding the CFPB Rule~~California Assembly Bill 539

The CFPB adopted a new rule applicable to payday, vehicle title, and certain high-cost installment loans in November 2017 (the "CFPB Rule"), with most provisions currently scheduled to become effective in August 2019. On April 9, 2018, the Community Financial Services Association of America ("CFSA") and the Consumer Service Alliance of Texas ("CSAT") filed a lawsuit against the CFPB in the U.S. District Court for the Western District of Texas, Austin Division, seeking to invalidate the CFPB Rule. The lawsuit alleges that the CFPB Rule violates the Administrative Procedure Act because it exceeds the CFPB's statutory authority and is arbitrary, capricious and unsupported by substantial evidence. The lawsuit also argues that the CFPB’s structure is unconstitutional under the Constitution’s separation of powers because the agency’s powers are concentrated in a single, unchecked Director who is improperly insulated from both presidential supervision and congressional appropriation, and hence unaccountable to the American people. On May 31, 2018, CFSA, together with CSAT and CFPB filed a joint motion to effectively stay the litigation between the parties and stay the compliance date of the CFPB Rule. On June 12, 2018, the judge granted the motion to stay the litigation but denied the motion to stay the compliance date of the CFPB Rule. On June 22, 2018, CFSA and CSAT filed a motion for reconsideration to stay the compliance date of the CFPB Rule. In early August 2018, the court denied the motion for reconsideration to stay the compliance date of the CFPB Rule. On September 14, 2018, CFSA and CSAT filed a motion for preliminary injunction, asking the court to enjoin enforcement of the CFPB Rule, and on September 17, 2018, the CFPB filed a motion seeking an extension of time to respond to the motion for a preliminary injunction. On October 4, 2018, the court held a status conference and asked both parties to speak on why the court’s intervention is necessary.

~~On October 26, 2018, the CFPB announced that it expects to issue a Notice of Proposed Rulemaking in January~~13, 2019, that will reconsider the CFPB Rule and address the CFPB Rule's compliance date. In this recent announcement, the CFPB stated that it expects to make final decisions regarding the scope of the proposal closer to the issuance of the proposed rulemaking, and that it currently plans to propose revisiting only the ability-to-repay provisions and not the payments provisions of the CFPB Rule.

~~At present, we cannot predict whether and when the CFPB Rule will go into effect and, if so, whether and how it might be modified.~~

~~California legislative and judicial activity~~

~~During the 2018 session, three bills were introduced in~~ the California ~~Assembly which would have directly impacted the products currently offered by us.~~legislature passed Assembly Bill ~~2500 as introduced would have imposed a 36% APR~~539 which imposes an interest rate cap on all consumer loans between $2,500 and ~~$5,000 and a 24% APR cap on all consumer loans between $5,000 and $10,000. Assembly Bill 2953 would have imposed a~~$10,000 of 36% ~~APR cap on all auto title loans. Assembly Bill 3010 as introduced would have limited borrowers to one outstanding payday loan at a time across all lenders using a common database to enforce~~, plus the ~~one loan restriction.~~

Assembly Bill 2500 did not pass out of the Assembly by the May 31, 2018 deadline. Assembly Bills 2953 and 3010 advanced to the Senate but did not pass out of the Senate Banking and Insurance Committee by the June 30, 2018 deadline. As a result, activity for all three bills has concluded for this legislative session.

~~In the case of~~ ~~De La Torre v. CashCall, Inc~~., in 2017, the Ninth Circuit Court certified the following question to the California Supreme Court: “Can a 96% interest rate on consumer loans of $2500 or more governed by California Finance Code § 22303, render the loans unconscionable under California Finance Code § 22302?” In August of 2018, the California Supreme Court answered the certified question in the affirmative (i.e., the interest rate on a consumer loan of $2,500 or more can render the loans unconscionable under Cal. Fin. Code § 22303). However, the court did not find the loans to be unconscionable. The court stressed that in order to find that an interest rate is unconscionable, courts must conduct an individual analysis of whether "under the circumstances of the case, taking into account the bargaining process and prevailing market conditions" a "particular rate

was 'overly harsh,' 'unduly oppressive,' or 'so one-sided as to shock the conscience.'" This analysis is "highly dependent on context" and "flexible," according to the court. The court warned that lower courts should be wary of and must avoid remedies that amount to an "across-the-board imposition of a cap on interest rates."

In September 2018, a putative class action lawsuit was filed against the Company in the Southern District of California alleging that certain loans made by the Company in excess of $2,500 are unconscionable and therefore a violation of California law. The Company filed its answer and motion to compel arbitration onFederal Funds Rate. On October ~~30, 2018.~~

~~Ohio legislative activity~~

House Bill 123 was first introduced in March of 2017. As initially introduced, the bill would significantly limit the permissible fees and charges on short term loans and eliminate the CSO arrangement. In late July 2018, the Ohio legislature passed House Bill 123 and the10, 2019, Governor Newsom signed the bill into law and it is scheduled to become effective on ~~July 30, 2018. The bill is effective in 90 days~~January 1, 2020. Revenue from California Unsecured and ~~certain sections apply~~Secured Installment loans amounted to ~~loans made 180 calendar days after the effective date. As a result, loan product changes will occur on or near April 27, 2019.~~

~~Ohio~~11.8% and 13.0% of total revenue from continuing operations for the trailing three and 12 months ended, respectively, September 30, 2019. As of September 30, 2019, California Unsecured and Secured Installment gross loans receivable were $86.4 million and $41.4 million, respectively. While we continue to optimize our installment loan portfolio in California as a result of this bill, we continue to evaluate the effect on our results of operations and financial condition and alternatives available to service customers in the California market. Refer to “Risk Factors” in Item 1A. of Part II of this Form 10-Q for additional information regarding the impact of this bill to our business.

California Consumer Privacy Act

In 2018, the California Consumer Privacy Act (“CCPA”) was passed into law, effective January 1, 2020. CCPA broadens consumer rights with respect to personal information, imposing expanded obligations to disclose the categories and uses of personal information a business collects, providing consumers a right to access that information, a right to opt out of the sale of personal information and the right to request that a business delete personal information about the consumer subject to certain exemptions. CCPA provides for civil penalties for violations, as well as a private right of action for data breaches, which may increase the costs of data breach litigation. CCPA has been subject to a handful of amendments, of which AB25 is most impactful to us. Although AB25 sunsets January 2021, it narrows the definition of who constitutes a consumer, thereby excluding employees from CCPA rights other than notice and a private right of action for data breach. The State Attorney General has proposed regulations to help interpret the CCPA; final adoption is expected in February 2020. A potential ballot initiative may have additional impact should it make it to the polls in November 2020. Despite amendments and regulations, the CCPA remains ambiguous in many regards, and we anticipate further amendments both for CCPA and specifically addressing employee data next year. Other states and possibly the federal government may adopt laws similar to the CCPA. While it is too early to know its full impact, these developments could ultimately result in the imposition of requirements on CURO and other consumer financial service providers that could increases costs or otherwise adversely affect our business.

British Columbia Business Practices and Consumer Amendment Act

Effective January 1, 2017, the British Columbia Ministry of Public Safety and Solicitor General (the "Ministry") reduced the total cost of borrowing from C$23 per C$100 lent to C$17 per C$100 lent. A further reduction to C$15 per C$100 lent came into effect on September 1, 2018. On February 26, 2019, the Minister of Public Safety and Solicitor General introduced in Parliament Bill 7 titled “Business Practices and Consumer Amendment Act." This bill received Royal Assent on May 16, 2019 and became law. There are no material changes to our current operations as a result of this legislation. The bill primarily allows the Ministry to (i) define a high cost credit product and (ii) require licensing and consumer protection oversight. It also authorizes the Ministry to prescribe regulations regarding high cost credit products including a cooling off period between loans, cost/optional services disclosure requirements, and prohibition of concurrent loan products. It is too early to predict the outcome of the regulations setting process and its impact on our operations.

CFPB Rulemaking Update

In February 2019, the CFPB issued two notices of proposed rulemaking proposing (i) to delay the August 19, 2019 compliance date for the so-called "Mandatory Underwriting Provisions" of the 2017 Final Payday, Vehicle Title, and Certain High-Cost Installment Loans (the "2017 Final Rule") Rule to November 19, 2020 and (ii) to rescind such Mandatory Underwriting Provisions (the “2019 Proposed Rule”). The CFPB issued a final rule on June ~~30, 2018,~~6, 2019 delaying the compliance date for the Mandatory Underwriting Provisions of the 2017 Final Rule to November 19, 2020. The Mandatory Underwriting Provisions which the 2019 Proposed Rule would rescind, which are still under consideration include: (i) a provision that it is an unfair and abusive practice for a lender to make a covered short-term or longer-term balloon-payment loan, including our payday and vehicle title loans with a term of 45 days or less, without reasonably determining that consumers have the ability to repay those loans according to their terms; (ii) a provision that prescribes mandatory underwriting requirements for making this ability-to-repay determination; (iii) a provision that exempts certain loans from the mandatory underwriting requirements; and (iv) a provision that establishes related definitions, reporting, and recordkeeping requirements. The 2017 Final Rule is stayed, however, based on an order entered August 6, 2019 by the Western District of Texas, Austin Division (the "Court Order"). The parties in the litigation are required to file a Joint Status Report with the court no later than December 6, 2019.

The compliance date for the "Payment Provision" of the 2017 Final Rule was ~~$20.1 million. After loss~~August 19, 2019, but is also currently stayed pursuant to the Court Order. Under the proposed "Payment Provisions":

If two consecutive attempts to collect money from a particular account of the borrower, made through any channel (e.g., paper check, ACH, prepaid card) are returned for insufficient funds, the lender cannot make any further attempts to collect from such account unless the borrower has provided a new and specific authorization for additional payment transfers. The 2017 Final Rule contains specific requirements and conditions for the authorization. While the CFPB has explained that these provisions are designed to limit bank penalty fees to which consumers may be subject, and ~~direct costs, state-level contribution~~while banks do not charge penalty fees on debit card authorization requests, the 2017 Final Rule nevertheless treats card authorization requests as payment attempts subject to these limitations.

A lender generally must give the consumer at least three business days advance notice before attempting to collect payment by accessing a consumer’s checking, savings, or prepaid account. The notice must include information such as the date of the payment request, payment channel and payment amount (broken down by principal, interest, fees, and other charges), as well as additional information for “unusual attempts,” such as when the payment is for a different amount than the regular payment, initiated on a date other than the date of a regularly scheduled payment or initiated in a different channel that the immediately preceding payment attempt. A lender must also provide the borrower with a "consumer rights notice" in a prescribed form after two consecutive failed payment attempts.

The CFPB has indicated it has received a formal request to revisit the treatment of debit cards under the Payment Provisions and intends to examine the Payment Provisions further. If the CFPB determines that further action is warranted, it may commence a separate rulemaking initiative.

CFPB Supervision and Examination: The CFPB has supervisory powers over many providers of consumer financial products and services, including explicit authority to examine (and require registration) of payday lenders. The CFPB released its Supervision and Examination Manual, which includes a section on Short-Term, Small-Dollar Lending Procedures, and began field examinations of industry participants in 2012. The CFPB commenced its first supervisory examination of us in October 2014. The scope of the CFPB’s examination included a review of our Compliance Management System, our Short-Term Small Dollar lending procedures, and our compliance with Federal consumer financial protection laws. The 2014 examination had no material impact on our financial condition or results of operations, and we received the final CFPB Examination Report in September 2015.

The CFPB commenced its second examination of us in February 2017 and completed the related field work in June 2017. The scope of the 2017 examination included a review of our Compliance Management System, our substantive compliance with applicable federal laws, and matters requiring attention. The 2017 examination had no material impact on our financial condition or results of operations, and we received the final CFPB Examination Report in February 2018.

The CFPB commenced its third examination of us on October 7, 2019. This examination is a limited scope review to ensure continued compliance. While we do not expect that matters arising from ~~Ohio was immaterial.~~this examination will have a material impact on us, we have made in recent years and are continuing to make, at least in part to meet CFPB expectations, certain enhancements to our compliance procedures and consumer disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about our market risks, see "Quantitative and Qualitative Disclosures about Market Risk" in our ~~2017 Annual Report on~~2018 Form ~~10-K.~~10-K for the year ended December 31, 2018. There have been no material changes to the amounts presented ~~therein except for the following:~~therein.

~~Foreign Currency Exchange Rate Risk~~

~~As foreign currency exchange rates change, translation of the financial results of the U.K. and Canadian operations into U.S. Dollars will be impacted. Our operations in Canada and the U.K. represent~~LIBOR is used as a ~~significant portion~~reference rate for certain of our total operations, and as a result, a material change in foreign currency exchange rates in either country could have a significant impact on our consolidated financial position, results of operations or cash flows. From time-to-time, we may elect to purchase financial instruments, such as ~~hedges against foreign exchange rate risks with~~our revolving credit facilities. LIBOR is set to be phased out at the ~~objective~~end of ~~protecting our results of operations in~~2021. We are currently reviewing how the ~~U.K. and/or Canada against foreign currency fluctuations. We typically hedge anticipated cash flows between our foreign subsidiaries and domestic subsidiaries.~~

~~During~~LIBOR phase-out will affect the ~~nine months ended September 30, 2018,~~Company, but we ~~entered into a series of cash flow hedges in which~~do not expect the ~~hedging instruments were forwards~~impact to ~~purchase GBP 10.4 million. These contracts will complete during the three months ended December 31, 2018.~~

We performed an assessment that determined all critical terms of the hedging instrument and the hedged transaction match and, as such, have qualitatively concluded that changes in the hedge instrument’s intrinsic value will completely offset the change in the expected cash flows based on changes in the spot rate. Since the effectiveness of this hedge is assessed based on changes in the hedge instrument’s intrinsic value, the change in the time value of the contract would be excluded from the assessment of hedge effectiveness. We recorded changes in the hedge instrument’s intrinsic value, to the extent that they were effective as a hedge, in "Other comprehensive income."material.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including without limitation, controls and procedures designed to ensure that information required to be disclosed in reports we file under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of our disclosure controls and procedures as disclosed in Item 9A of our 2018 Form 10-K, our management concluded that our internal control over financial reporting was not effective at December 31, 2018 because of the identification of a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation and changes in internal control over financial reporting

We are taking actions to improve our internal control over financial reporting, including implementing plans as identified in Item 9A of our 2018 Form 10-K, to address our material weakness. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed in 2019.

Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the three months ended September 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on the effectiveness of controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. ~~Based on an evaluation~~A

control system also can be circumvented by collusion or improper management override. Because of ~~our~~such limitations, disclosure controls and ~~procedures as of the end of the period covered by this report conducted by our management, with the participation of the Chief Executive~~

~~Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective as of September 30, 2018.~~

~~Internal control over financial reporting~~

~~There were no changes in our~~ internal control over financial reporting ~~(as defined in Rules 13a-15(e) and 15d-15(e) under~~cannot prevent or detect all misstatements, whether unintentional errors or fraud. However, these inherent limitations are known features of the ~~Exchange Act) during~~financial reporting process, therefore, it is possible to design into the ~~three months ended September 30, 2018, that have materially affected, or are reasonably likely~~process safeguards to ~~materially affect, our internal control over financial reporting.~~reduce, though not eliminate, this risk.

PART II. OTHER INFORMATION

~~PART 2. OTHER INFORMATION~~

~~ITEM~~Item 1. ~~LEGAL PROCEEDINGS~~Legal Proceedings

The information required by this item is included in Note 13 - ~~Contingent Liabilities~~"Contingent Liabilities" of the Notes to the Condensed Consolidated Financial Statements in this ~~Quarterly Report~~Form 10-Q and is incorporated herein by reference.

~~ITEM~~Item 1A. ~~RISK FACTORS~~Risk Factors

There were no material changes to our risk factors as described in our ~~Annual Report on~~2018 Form 10-K for the year ended December 31, ~~2017 other than~~2018, except for the following:

~~The CFPB promulgated new rules applicable to our loans that~~Our industry is strictly regulated everywhere we operate, and these regulations could have a material adverse effect on our business and results of operations.

We are subject to substantial regulation everywhere we operate. In the U.S. and Canada, our business is subject to a variety of statutes and regulations enacted by government entities at the federal, state or provincial, and municipal levels. These regulations affect our business in many ways, and include regulations relating to:

the amount we may charge in interest rates and fees;

the terms of our loans (such as maximum and minimum durations), repayment requirements and limitations, number and frequency of loans, maximum loan amounts, renewals and extensions, required repayment plans and reporting and use of state-wide databases;

underwriting requirements;

collection and servicing activity, including initiation of payments from consumer accounts;

the establishment and operation of CSOs or CABs;

licensing, reporting and document retention;

unfair, deceptive and abusive acts and practices;

discrimination;

disclosures, notices, advertising and marketing;

loans to members of the military and their dependents;

requirements governing electronic payments, transactions, signatures and disclosures;

check cashing;

money transmission;

currency and suspicious activity recording and reporting;

privacy and use of personally identifiable information and consumer data, including credit reports;

anti-money laundering and counter-terrorist financing requirements, including currency and suspicious transaction recording and reporting;

posting of fees and charges; and

repossession practices in certain jurisdictions where we operate as a title lender, including requirements regarding notices and prompt remittance of excess proceeds for the sale of repossessed automobiles.

For a more detailed description of the regulations to which we are subject and the regulatory environment in the jurisdictions in which we operate see “Regulatory Environment and Compliance” in our 2018 Form 10-K and in this Form 10-Q.

These regulations, outside of our control, affect our business in many ways, including affecting the loans and other products we can offer, the prices we can charge, the other terms of our loans and other products, the customers to whom we are allowed to lend, how we obtain our customers, how we communicate with our customers, how we pursue repayment of our loans and many others. Consequently, these restrictions adversely affect our loan volume, revenues, delinquencies and other aspects of our business, including our results of operations.

For example, in June 2018, we discontinued the use of secondary payment cards for affected borrowers who do not explicitly reauthorize the use of secondary payment cards. For these borrowers, in the event we cannot obtain payment through the bank account or payment card listed on the borrower’s application and as authorized by the borrower, we must rely exclusively on other collection methods, such as delinquency notices and/or collection calls. The discontinuation for affected borrowers of our current use of secondary cards which have not been reauthorized by the borrower will increase collections costs and reduce collections effectiveness. Even in advance of the effective date of the 2017 Final CFPB ~~adopted~~Rule (and even if the 2017 Final CFPB Rule does not become effective), it is possible that we will make further changes to our payment practices in a ~~new rule applicable to payday, vehicle title,~~manner that will increase costs and/or reduce revenues.

In addition, on September 13, 2019, the California legislature passed Assembly Bill 539 which imposes an interest rate cap on all consumer loans between $2,500 and ~~certain high-cost installment loans in November 2017 (the "CFPB Rule"), with most provisions currently~~$10,000 of 36% plus the Federal Funds Rate. On October 10, 2019, Governor Newsom

signed the bill into law and it is scheduled to become effective ~~in August 2019. On April 9, 2018, the Community Financial Services Association~~on January 1, 2020. Revenue from California Unsecured and Secured Installment loans amounted to 11.8% and 13.0% of ~~America ("CFSA") and the Consumer Service Alliance of Texas ("CSAT") filed a lawsuit against the CFPB in the U.S. District Court~~total revenue from continuing operations for the ~~Western District of Texas, Austin Division, seeking to invalidate~~trailing three and 12 months, respectively, for the CFPB Rule. The lawsuit alleges that the CFPB Rule violates the Administrative Procedure Act because it exceeds the CFPB's statutory authority and is arbitrary, capricious and unsupported by substantial evidence. The lawsuit also argues that the CFPB’s structure is unconstitutional under the Constitution’s separation of powers because the agency’s powers are concentrated in a single, unchecked Director who is improperly insulated from both presidential supervision and congressional appropriation, and hence unaccountable to the American people. On May 31, 2018, CFSA, together with CSAT and CFPB filed a joint motion to effectively stay the litigation between the parties and stay the compliance date of the CFPB Rule. On June 12, 2018, the judge granted the motion to stay the litigation but denied the motion to stay the compliance date of the CFPB Rule. On June 22, 2018, CFSA and CSAT filed a motion for reconsideration to stay the compliance date of the CFPB Rule. In early August 2018, the court denied the motion for reconsideration to stay the compliance date of the CFPB Rule. On September 14, 2018, CFSA and CSAT filed a motion for preliminary injunction, asking the court to enjoin enforcement of the CFPB Rule, and on September 17, 2018, the CFPB filed a motion seeking an extension of time to respond to the motion for a preliminary injunction. On October 4, 2018, the court held a status conference and asked both parties to speak on why the court’s intervention is necessary.

On October 26, 2018 the CFPB announced that it expects to issue a Notice of Proposed Rulemaking in January 2019 that will reconsider the CFPB Rule and address the CFPB Rule's compliance date. In this recent announcement, the CFPB stated that it expects to make final decisions regarding the scope of the proposal closer to the issuance of the proposed rulemaking, and that it currently plans to propose revisiting only the ability-to-repay provisions and not the payments provisions of the CFPB Rule.

~~At present, we cannot predict whether and when the CFPB Rule will go into effect and, if so, whether and how it might be modified.~~

~~We have experienced elevated levels of legal settlement expenses related to customer redress complaints in the U.K.~~

Our U.K. operating results have experienced an elevated level of legal settlement expenses related to customer redress pursuant to a complaint resolution process for all lenders in the U.K. During the quarterperiod ended September 30, ~~2018, these costs totaled $4.0 million. After careful consideration,~~2019. As of September 30, 2019, California Unsecured and Secured Installment gross loans receivable were $86.4 million and $41.4 million, respectively. We continue to evaluate the effect on our results of operations and financial condition as a result of this bill and alternatives available to service customers in the California market. If we ~~do not believe that, given~~are unsuccessful in managing the ~~scale~~transition of our ~~U.K.~~California business and operations ~~we can sustain claims at this level~~from affected installment loans to existing and ~~may not be able~~alternative products, Assembly Bill 539 could have a material adverse effect on our business and results of operations.

Further, during 2018, the California Consumer Privacy Act (“CCPA”) was passed into law, effective January 1, 2020. CCPA broadens consumer rights with respect to ~~continue viable U.K.~~their personal information, imposing expanded obligations to disclose the categories and uses of personal information a business ~~operations without action by~~collects, providing consumers a right to access that information, a right to opt out of the ~~U.K. business to reduce the risk~~sale of ~~claims relating to historic lending. We have been in ongoing discussions with relevant regulators, including the Financial Conduct Authority (“FCA”)~~personal information and the ~~Financial Ombudsman Service with regard~~right to ~~our alternatives. While these discussions are ongoing,~~request that a business delete personal information about the ~~FCA has provided~~consumer subject to certain exemptions. CCPA provides for civil penalties for violations, as well as a Final Requirement Notice of a limited-scope review of the options being considered, to be conducted by a Skilled Person under section 166 of the (U.K.) Financial Services and Markets Act 2000. We have formally engaged a Skilled Person and have begun the review. We are evaluating, and are discussing with the FCA, several potential coursesprivate right of action ~~including~~for data breaches, which may increase the costs of data breach litigation. CCPA has been subject to a handful of amendments, of whichAB25 is the most impactful to us. Although AB25 sunsets January 2021, it narrows the definition of who constitutes a consumer, thereby excluding employees from CCPA rights other than notice and a private right of action for data breach. The State Attorney General has proposed regulations to help interpret the CCPA; final adoption is expected in February 2020. A potential ~~solutions~~ballot initiative may have additional impact should it make it to ~~allow~~ the ~~firm~~polls in November 2020. Despite amendments and regulations, the CCPA remains ambiguous in many regards, and we anticipate further amendments both for CCPA and specifically addressing employee data next year. Other states and possibly the federal government may adopt laws similar to ~~finally resolve liabilities associated with historic lending. The potential alternatives~~

~~under consideration may require approval of~~ the ~~FCA, consent under certain of our debt facilities and court approval~~CCPA. While it is too early to know its full impact, these developments could ultimately result in the ~~U.K. We have not determined to pursue any specific alternative at this time~~imposition of requirements on CURO and ~~are continuing to evaluate~~other consumer financial service providers that could increases costs or otherwise adversely affect our ~~options.~~

business.

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~The 2017 Incentive Plan permits the netting of common stock upon vesting of restricted stock units to satisfy individual tax withholding requirements. During the quarter ended September 30, 2019, we did not reacquire any shares of common stock related to such tax withholdings.

In April 2019, our Board of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of our common stock. The repurchase program, which began June 2019, will continue until completed or terminated. We expect the purchases to be made from time-to-time in the open market, in privately negotiated transactions, or both, at our discretion and subject to market conditions and other factors. Any repurchased shares will be available for use in connection with equity plans or other corporate purposes.

Separately, in August 2019, the Company entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with FFL, a related party to the Company. Pursuant to the Share Repurchase Agreement, the Company repurchased 2,000,000 shares of its common stock, par value $0.001 per share, owned by FFL, in a private transaction at a purchase price equal to $13.55 per share of Common Stock. The purchase price was determined by using the Company's closing common stock price on August 29, 2019 of $13.97, less a discount of 3.0%. This transaction occurred outside of the share repurchase program authorized in April 2019.

The following table provides information with respect to purchases we made of our common stock during the quarter ended September 30, 2019.



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Dollar Value of Shares that may yet be Purchased under the Plans or Programs⁽¹⁾ (In millions)
July 2019	907,500	$	10.68	907,500	$	37.8
August 2019	611,694	13.33		611,694	29.6
September 2019	392,847	14.28		392,847	24.0
Total	1,912,041	$	12.27	1,912,041	$	24.0
(1) As of the end of the period.

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES~~Defaults Upon Senior Securities

None.

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURES~~Mine Safety Disclosures

None.

~~ITEM~~Item 5. ~~OTHER INFORMATION~~Other Information

(a) Disclosure of Unreported 8-K Information

None.

(b) Material Changes to Director Nominee Procedures

None.

~~ITEM~~Item 6. ~~EXHIBITS~~Exhibits



Exhibit no.		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed on December 11, 2017)
3.2		Form of Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Current Report on Form 8-K filed on December 11, 2017)
~~4.1~~10.1		~~Indenture,~~ Employment and Non-Competition Agreement, dated ~~as of August 27, 2018,~~October 24, 2019, by and ~~among~~between Donald F. Gayhardt, CURO Group Holdings, Corp., and CURO Management LLC +*
10.2		Employment and Non-Competition Agreement, dated October 24, 2019, by and between Roger Dean, CURO Group Holdings, Corp. and CURO Management LLC+*
10.3		Employment and Non-Competition Agreement, dated October 24, 2019, by and between William Baker, CURO Group Holdings, Corp. and CURO Management LLC+*
10.4		Employment and Non-Competition Agreement, dated October 24, 2019, by and between Terry Pittman, CURO Group Holdings, Corp. and CURO Management LLC+*
10.5		Employment and Non-Competition Agreement, dated October 24, 2019, by and between E.M. (Vin) Thomas IV, CURO Group Holdings, Corp. and CURO Management LLC+*
10.6		Share Repurchase Agreement between CURO Group Holdings Corp. and Friedman, Fleisher & Lowe Capital Partners II, L.P. and affiliated investment funds, dated August 30, 2019 (Incorporated by reference to Exhibit 10.1 to the ~~guarantors party thereto and TMI Trust Company, as trustee and collateral agent (previously filed as Exhibit 4.1 to the~~Company's Current Report on Form 8-K filed on ~~August 27, 2018).~~
10.1*		Credit Agreement, dated as of August 2, 2018, among CURO Canada Receivables Limited Partnership, by its General Partner, CURO Canada Receivables GP Inc., WF Marlie 2018-1, Ltd., as Lender, Waterfall Asset Management, LLC, as Administrative Agent, and the other Lenders party thereto (previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2018).
10.2*		Guaranty, dated as of August 2, 2018 among CURO Group Holdings Corp., LendDirect Corp., Cash Money Cheque Cashing Inc., CURO Canada Receivables Limited Partnership, CURO Canada Receivables GP Inc., WF Marlie 2018-1, Ltd. and Waterfall Asset Management, LLC. (previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on August 8, 2018).
10.3*		Sale and Servicing Agreement, dated as of August 2, 2018, among CURO Canada Receivables Limited Partnership, by its General Partner, CURO Canada Receivables GP Inc., Cash Money Cheque Cashing Inc. and LendDirect Corp. (previously filed as Exhibit 10.3 to the Current Report on Form 8-K filed on August 8. 2018).
~~10.4~~		General Security Agreement, dated as of August 2, 2018, among CURO Canada Receivables Limited Partnership, by its General Partner, CURO Canada Receivables GP Inc., and Waterfall Asset Management, LLC. (previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed on August 8. 2018).
~~10.5~~		Pledge Agreement, dated as of August 27, 2018, by and among CURO Group Holdings Corp., the guarantors party thereto and TMI Trust Company, as collateral agent (previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 27. 2018).
~~10.6~~		Security Agreement, dated as of August 27, 2018, by and among CURO Group Holdings Corp., the guarantors party thereto and TMI Trust Company, as collateral agent (previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on August 27. 2018).
~~10.7~~		Intercreditor Agreement, dated as of August 27, 2018, by and among TMI Trust Company, as collateral agent under the Indenture, and the agent for the lenders under the Senior Secured Revolving Loan Facility (previously filed as Exhibit 10.3 to the Current Report on Form 8-K filed on August 27. 2018).
~~10.8~~		Second Amendment to Revolving Loan Agreement, dated as of August 27, 2018, by and among CURO Financial Technologies Corp., CURO Intermediate Holdings Corp., the guarantors party thereto, the lenders party thereto and Bay Coast Bank, as administrative agent (previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed on August 27. 2018).September 3, 2019)
31.1		Certifications of Chief Executive Officer of the Company under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **
31.2		Certifications of Chief Financial Officer of the Company under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **
32.1		Certifications of the Chief Executive Officer ~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This certification accompanies this report~~ and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended ***
~~32.2~~		~~Certifications of the~~ Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended ***
101		The following unaudited financial information from the Company's Quarterly Report on Form 10-Q for the period ended September 30, ~~2018,~~2019, filed with the SEC on November ~~1, 2018,~~4, 2019, formatted in Extensible Business Reporting Language (“XBRL”) includes: (i) Condensed Consolidated Balance Sheets at September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, (ii) Condensed Consolidated Statements of ~~Income~~Operations for the quarter ended September 30, ~~2018~~2019 and ~~2017,~~2018, (iii) Condensed Consolidated Statements of Comprehensive Income for the quarter ended September 30, ~~2018~~2019 and ~~2017,~~2018, (iv) Condensed Consolidated Statements of Cash Flows for the quarter ended September 30, ~~2018~~2019 and ~~2017,~~2018, and (v) Notes to Condensed Consolidated Financial Statements**

*		The Company has been granted confidential treatment with respect to portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Those portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
**		~~Filed herewith.~~
~~***~~		~~Furnished herewith.~~

* Filed herewith.

+ Indicates management contract or compensatory plan, contract or arrangement.

Signature

~~SIGNATURE~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November ~~1, 2018~~4, 2019 CURO Group Holdings Corp.



	By:	/s/ ~~ROGER DEAN~~Roger Dean
		Roger Dean
		Executive Vice-President and Chief Financial Officer

6273



Delaware		90-0934597
(State or other jurisdiction Of incorporation or organization)		(I.R.S. Employer Identification No.)

3527 North Ridge Road, Wichita, KS		67205
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CURO	New York Stock Exchange



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



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets –
	September 30, ~~2018~~2019 and December 31, ~~2017~~2018	3
	Condensed Consolidated Statements of ~~(Loss) Income~~Operations –
	Three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018	4
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ –
	Three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018	5
	Condensed Consolidated Statements of Cash Flows -
	Nine months ended September 30, ~~2018~~2019 and ~~2017~~2018	6
	Notes to Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3443
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5868
Item 4.	Controls and Procedures	5868

PART 2 – OTHER INFORMATION

Item 1.	Legal Proceedings	5970
Item 1A.	Risk Factors	5970
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6071
Item 3.	Defaults Upon Senior Securities	6072
Item 4.	Mine Safety Disclosures	6072
Item 5.	Other Information	6072
Item 6.	Exhibits	6172

SIGNATURES		72


	September 30, 2018			December 31, 2017			September 30, 2019			December 31, 2018
	(Unaudited)						(unaudited)
ASSETS
Cash	$	153,361		$	162,374		$	62,207		$	61,175
Restricted cash (includes restricted cash of consolidated VIEs of $19,107 and $6,871 as of September 30, 2018 and December 31, 2017, respectively)	24,236			12,117
Gross loans receivable (includes loans of consolidated VIEs of $353,384 and $213,846 as of September 30, 2018 and December 31, 2017, respectively)	567,675			432,837
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $49,951 and $46,140 as of September 30, 2018 and December 31, 2017, respectively)	(76,068		)	(69,568		)
Restricted cash (includes restricted cash of consolidated VIEs of $21,897 and $12,840 as of September 30, 2019 and December 31, 2018, respectively)							38,754			25,439
Gross loans receivable (includes loans of consolidated VIEs of $231,533 and $148,876 as of September 30, 2019 and December 31, 2018, respectively)							657,615			571,531
Less: allowance for loan losses (includes allowance for losses of consolidated VIEs of $25,375 and $12,688 as of September 30, 2019 and December 31, 2018, respectively)							(108,385		)	(73,997		)
Loans receivable, net	491,607			363,269			549,230			497,534
Right of use asset - operating leases (Note 1)							118,260			—
Deferred income taxes	—			772			1,846			1,534
Income taxes receivable	16,363			3,455			23,966			16,741
Prepaid expenses and other	40,109			42,512			32,228			43,588
Property and equipment, net	79,790			87,086			70,381			76,750
Goodwill	143,966			145,607			120,110			119,281
Other intangibles, net of accumulated amortization of $43,250 and $41,156 as of September 30, 2018 and December 31, 2017, respectively)	33,208			32,769
Other intangibles, net of accumulated amortization							32,666			29,784
Other	13,090			9,770			18,484			12,930
Assets from discontinued operations (Note 15)							—			34,861
Total Assets	$	995,730		$	859,731		$	1,068,132		$	919,617
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities	$	52,853		$	55,792
Accounts payable and accrued liabilities (includes accounts payable and accrued liabilities of consolidated VIEs of $7,259 and $4,980 as of September 30, 2019 and December 31, 2018, respectively)							$	63,685		$	49,146
Deferred revenue	9,667			11,984			9,052			9,483
Lease liability - operating leases (Note 1)							126,048			—
Income taxes payable	338			4,120			—			1,579
Accrued interest (includes accrued interest of consolidated VIEs of $1,603 and $1,266 as of September 30, 2018 and December 31, 2017, respectively)	7,391			25,467
Credit services organization guarantee liability	13,243			17,795
Accrued interest (includes accrued interest of consolidated VIEs of $777 and $831 as of September 30, 2019 and December 31, 2018, respectively)							5,625			20,904
Liability for losses on CSO lender-owned consumer loans							10,249			12,007
Deferred rent	11,288			11,577			—			10,851
Long-term debt (includes long-term debt and issuance costs of consolidated VIEs of $169,666 and $7,710 as of September 30, 2018 and $124,590 and $4,188 as of December 31, 2017, respectively)	868,201			706,225
Debt (includes debt and issuance costs of consolidated VIEs of $105,742 and $3,259 as of September 30, 2019 and $111,335 and $3,856 as of December 31, 2018, respectively)							805,407			804,140
Subordinated stockholder debt	2,319			2,381			—			2,196
Other long-term liabilities	6,949			5,768			8,594			5,800
Deferred tax liabilities	13,617			11,486			4,427			13,730
Liabilities from discontinued operations (Note 15)							—			8,882
Total Liabilities	985,866			852,595			1,033,087			938,718
Commitments and contingencies
Commitments and contingencies (Note 13)
Stockholders' Equity
Preferred stock - $0.001 par value, 25,000,000 shares authorized; no shares were issued at either period end	—			—			—			—
Class A common stock - $0.001 par value; 225,000,000 shares authorized; 45,992,983 and 44,561,419 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively)	9			8
Common stock - $0.001 par value; 225,000,000 shares authorized; 46,503,406 and 46,412,231 shares issued as of September 30, 2019 and December 31, 2018, respectively; and 42,347,165 and 46,412,231 shares outstanding as of September 30, 2019 and December 31, 2018, respectively							9			9
Treasury stock, at cost - 4,156,241 as of September 30, 2019							(53,064		)	—
Paid-in capital	64,148			46,079			67,579			60,015
(Accumulated deficit) retained earnings	(3,767		)	3,988
Retained earnings (accumulated deficit)							63,205			(18,065		)
Accumulated other comprehensive loss	(50,526		)	(42,939		)	(42,684		)	(61,060		)
Total Stockholders' Equity	9,864			7,136			35,045			(19,101		)
Total Liabilities and Stockholders' Equity	$	995,730		$	859,731		$	1,068,132		$	919,617


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017		2018			2017		2019			2018			2019			2018
Revenue	$	283,004		$	255,119	$	793,745		$	696,643	$	297,264		$	269,482		$	839,503		$	757,494
Provision for losses	134,523			99,341		307,540			226,523		123,867			127,692			338,262			290,922
Net revenue	148,481			155,778		486,205			470,120		173,397			141,790			501,241			466,572

Cost of providing services
Salaries and benefits	26,515			26,821		80,341			79,554		27,462			26,515			82,249			80,341
Occupancy	13,522			13,815		40,269			41,421		14,036			13,522			42,205			40,269
Office	7,742			5,715		20,799			15,519		5,993			7,326			16,563			19,311
Other costs of providing services	12,604			12,991		39,731			40,954		12,843			12,484			39,917			38,516
Advertising	24,114			16,270		51,424			35,599		16,424			21,349			36,990			44,347
Total cost of providing services	84,497			75,612		232,564			213,047		76,758			81,196			217,924			222,784
Gross margin	63,984			80,166		253,641			257,073		96,639			60,594			283,317			243,788

Operating expense
Corporate, district and other	35,185			34,247		114,294			103,797
Corporate, district and other expenses											38,665			27,495			123,043			95,904
Interest expense	23,396			18,844		66,210			60,694		17,364			23,403			52,077			66,229
Loss on extinguishment of debt	69,200			—		80,883			12,458		—			69,200			—			80,883
Restructuring costs	—			7,393		—			7,393
Loss from equity method investment											1,384			—			5,132			—
Total operating expense	127,781			60,484		261,387			184,342		57,413			120,098			180,252			243,016
Net (loss) income before income taxes	(63,797		)	19,682		(7,746		)	72,731
(Benefit) provision for income taxes	(16,775		)	9,920		9			29,988
Net (loss) income	$	(47,022	)	$	9,762	$	(7,755	)	$	42,743
Income (loss) from continuing operations before income taxes											39,226			(59,504		)	103,065			772
Provision (benefit) for income taxes											11,239			(16,914		)	28,738			(269		)
Net income (loss) from continuing operations											27,987			(42,590		)	74,327			1,041
Net loss from discontinued operations, before income tax											—			(4,293		)	(39,048		)	(8,518		)
Income tax expense (benefit) related to disposition											$	598		$	139		$	(45,991	)	$	278
Net (loss) income from discontinued operations											$	(598	)	$	(4,432	)	$	6,943		$	(8,796	)
Net income (loss)											$	27,389		$	(47,022	)	$	81,270		$	(7,755	)

Basic earnings (loss) per share:
Continuing operations											$	0.63		$	(0.93	)	$	1.63		$	0.02
Discontinued operations											(0.01		)	(0.10		)	0.15			(0.19		)
Basic earnings per share											$	0.62		$	(1.03	)	$	1.78		$	(0.17	)

Diluted earnings (loss) per share:
Continuing operations											$	0.61		$	(0.93	)	$	1.59		$	0.03
Discontinued operations											(0.01		)	(0.10		)	0.15			(0.19		)
Diluted earnings per share ⁽¹⁾											$	0.60		$	(1.03	)	$	1.74		$	(0.16	)

Weighted average common shares outstanding:
Basic	45,853			37,908		45,674			37,908		44,422			45,853			45,759			45,674
Diluted	48,352			38,914		48,061			38,959
Net income per common share:
Basic earnings per share	$	(1.03	)	$	0.26	$	(0.17	)	$	1.13
Diluted earnings per share:	$	(0.97	)	$	0.25	$	(0.16	)	$	1.10
Diluted ⁽¹⁾											46,010			45,853			46,887			48,061
(1) As of December 31, 2018, the Company made certain insignificant adjustments to previously-reported Earnings Per Share ("EPS") to correctly reflect the effect of anti-dilutive shares on diluted EPS calculations in accordance with ASC 260. These changes were immaterial to the overall EPS calculation. Diluted loss per share for the three months ended September 30, 2018 of $0.97 was corrected to $1.03.											(1) As of December 31, 2018, the Company made certain insignificant adjustments to previously-reported Earnings Per Share ("EPS") to correctly reflect the effect of anti-dilutive shares on diluted EPS calculations in accordance with ASC 260. These changes were immaterial to the overall EPS calculation. Diluted loss per share for the three months ended September 30, 2018 of $0.97 was corrected to $1.03.



Net cash (used in) provided by financing activities ⁽¹⁾	(58,488		)	90,449
Effect of exchange rate changes on cash and restricted cash	1,204			(4,080		)
Net increase in cash and restricted cash	1,104			3,106
Cash and restricted cash at beginning of period	99,857			174,491
Cash and restricted cash at end of period	100,961			177,597
Less: Cash and restricted cash of discontinued operations at end of period	—			11,303
Cash and restricted cash of continuing operations at end of period	$	100,961		$	166,294
(1) Financing activities include continuing operations only, and were not impacted by discontinued operations



	Nine Months Ended September 30, 2018
As Reported:⁽¹⁾
Net cash used in continuing operating activities	$	(55,356	)
Net cash used in continuing investing activities	(8,988		)

As Corrected:
Net cash provided by continuing operating activities	357,079
Net cash used in continuing investing activities	(421,423		)
(1) "As reported" balances include amounts from continuing operations historically presented within these captions.


(in thousands)	September 30, 2018		December 31, 2017
					September 30, 2019		December 31, 2018
Assets
Restricted cash	$	19,107	$	6,871	$	21,897	$	12,840
Loans receivable less allowance for loan losses	303,433		167,706
Gross loans receivable less allowance for loan losses					206,158		136,187
Total Assets	$	322,540	$	174,577	$	228,055	$	149,027
Liabilities
Accounts payable and accrued liabilities	$	1,360	$	12	$	7,259	$	4,980
Deferred revenue	149		—		44		40
Accrued interest	1,603		1,266		777		831
Intercompany payable					93,671		44,330
Long-term debt	161,956		120,402		102,483		107,479
Total Liabilities	$	165,068	$	121,680	$	204,234	$	157,660


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2018		2017		2018		2017
									2019		2018		2019		2018
Unsecured Installment	$	148,591	$	128,785	$	405,010	$	343,365	$	137,233	$	137,660	$	395,119	$	377,976
Secured Installment	28,562		26,407		81,195		73,249		28,270		28,562		81,823		81,195
Open-End	40,290		18,630		94,735		52,342		66,120		40,290		173,961		94,735
Single-Pay	53,205		70,895		178,512		197,926		49,312		50,614		141,605		169,296
Ancillary	12,356		10,402		34,293		29,761		16,329		12,356		46,995		34,292
Total revenue	$	283,004	$	255,119	$	793,745	$	696,643	$	297,264	$	269,482	$	839,503	$	757,494



	Three Months Ended September 30, 2018
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	4,372		$	35,279		$	10,386		$	9,717		$	—		$	59,754
Charge-offs	(43,427		)	(37,151		)	(11,188		)	(32,770		)	(3,207		)	(127,743		)
Recoveries	29,500			5,748			2,325			9,191			2,646			49,410
Net charge-offs	(13,927		)	(31,403		)	(8,863		)	(23,579		)	(561		)	(78,333		)
Provision for losses	13,511			39,025			9,698			31,686			561			94,481
Effect of foreign currency translation	(188		)	165			—			189			—			166
Balance, end of period	$	3,768		$	43,066		$	11,221		$	18,013		$	—		$	76,068
Allowance for loan losses as a percentage of gross loan receivables	4.7		%	20.4		%	12.3		%	9.8		%	N/A			13.4		%



	Three Months Ended September 30, 2018
(in thousands)	Unsecured Installment			Secured Installment			Total
Balance, beginning of period	$	11,193		$	426		$	11,619
Charge-offs	(44,896		)	(1,087		)	(45,983		)
Recoveries	6,901			665			7,566
Net charge-offs	(37,995		)	(422		)	(38,417		)
Provision for losses	39,552			490			40,042
Balance, end of period	$	12,750		$	493		$	13,243


	Three Months Ended September 30, 2017																		Three Months Ended September 30, 2019
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
																			Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	5,313		$	41,406		$	19,196		$	4,523		$	—		$	70,438		$	4,941		$	35,223		$	9,996		$	51,717		$	—		$	101,877
Charge-offs	(51,709		)	(29,058		)	(8,985		)	(10,437		)	(1,446		)	(101,635		)	(40,512		)	(34,252		)	(10,592		)	(31,993		)	(1,382		)	(118,731		)
Recoveries	31,194			3,169			1,911			4,446			921			41,641			26,599			5,279			2,445			3,791			845			38,959
Net charge-offs	(20,515		)	(25,889		)	(7,074		)	(5,991		)	(525		)	(59,994		)	(13,913		)	(28,973		)	(8,147		)	(28,202		)	(537		)	(79,772		)
Provision for losses	20,632			31,110			1,989			6,348			525			60,604			14,736			31,891			8,514			31,220			537			86,898
Effect of foreign currency translation	(88		)	311			—			—			—			223			(102		)	(14		)	—			(502		)	—			(618		)
Balance, end of period	$	5,342		$	46,938		$	14,111		$	4,880		$	—		$	71,271		$	5,662		$	38,127		$	10,363		$	54,233		$	—		$	108,385
Allowance for loan losses as a percentage of gross loan receivables	5.7		%	25.8		%	16.6		%	15.2		%	N/A			18.1		%	7.3		%	21.9		%	11.5		%	17.2		%	N/A			16.5		%


	Nine Months Ended September 30, 2017																		Three Months Ended September 30, 2018
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
																			Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	5,501		$	17,775		$	10,737		$	5,179		$	—		$	39,192		$	3,604		$	41,484		$	10,812		$	9,717		$	—		$	65,617
Charge-offs	(140,614		)	(53,632		)	(15,926		)	(28,113		)	(3,846		)	(242,131		)	(40,753		)	(77,011		)	(12,276		)	(32,770		)	(1,494		)	(164,304		)
Recoveries	94,535			13,803			6,726			13,903			2,450			131,417			27,861			11,708			2,990			9,191			931			52,681
Net charge-offs	(46,079		)	(39,829		)	(9,200		)	(14,210		)	(1,396		)	(110,714		)	(12,892		)	(65,303		)	(9,286		)	(23,579		)	(563		)	(111,623		)
Provision for losses	45,810			68,264			12,574			13,911			1,396			141,955			12,757			72,498			10,188			31,686			563			127,692
Effect of foreign currency translation	110			728			—			—			—			838			(179		)	231			—			189			—			241
Balance, end of period	$	5,342		$	46,938		$	14,111		$	4,880		$	—		$	71,271		$	3,290		$	48,910		$	11,714		$	18,013		$	—		$	81,927
Allowance for loan losses as a percentage of gross loan receivables	5.7		%	25.8		%	16.6		%	15.2		%	N/A			18.1		%


	Nine Months Ended September 30, 2017												Nine Months Ended September 30, 2019
(in thousands)	Single-Pay			Unsecured Installment			Secured Installment			Total
													Single-Pay			Unsecured Installment			Secured Installment			Open-End			Other			Total
Balance, beginning of period	$	274		$	15,630		$	1,148		$	17,052		$	4,189		$	37,716		$	12,191		$	19,901		$	—		$	73,997
Charge-offs	(2,121		)	(104,246		)	(6,790		)	(113,157		)	(112,792		)	(115,825		)	(33,558		)	(66,319		)	(4,075		)	(332,569		)
Recoveries	1,335			23,051			4,041			28,427			78,811			16,963			8,261			14,487			2,565			121,087
Net charge-offs	(786		)	(81,195		)	(2,749		)	(84,730		)	(33,981		)	(98,862		)	(25,297		)	(51,832		)	(1,510		)	(211,482		)
Provision for losses	512			81,621			2,435			84,568			35,450			99,250			23,469			85,910			1,510			245,589
Effect of foreign currency translation													4			23			—			254			—			281
Balance, end of period	$	—		$	16,056		$	834		$	16,890		$	5,662		$	38,127		$	10,363		$	54,233		$	—		$	108,385
Allowance for loan losses as a percentage of gross loan receivables													7.3		%	21.9		%	11.5		%	17.2		%	N/A			16.5		%


	September 30, 2018						September 30, 2019
(in thousands)	Unsecured Installment		Secured Installment		Total
							Unsecured Installment		Secured Installment		Open-End		Total
Delinquent loans receivable
0-30 days past due	$	21,374	$	8,117	$	29,491	$	17,187	$	7,456	$	18,734	$	43,377
31-60 days past due	16,542		4,395		20,937		13,890		4,711		13,283		31,884
61-90 days past due	16,702		4,647		21,349
61 + days past due							15,460		5,083		14,036		34,579
Total delinquent loans receivable	$	54,618	$	17,159	$	71,777	$	46,537	$	17,250	$	46,053	$	109,840



	September 30, 2019		December 31, 2018
8.25% Senior Secured Notes (due 2025)	$	677,924	$	676,661
Non-Recourse Canada SPV Facility	102,483		107,479
Senior Revolver	25,000		20,000
Debt	$	805,407	$	804,140


	Units		Weighted Average Grant Date Fair Value		Number of RSUs
December 31, 2017	1,516,241		$	14.00
					Time-Based		Market-Based	Weighted Average Grant Date Fair Value per Share
December 31, 2018					1,060,350		—	$	14.29
Granted	90,372		17.46		598,114		397,752	10.08
Vested	(49,994	)	14.20		(83,481	)	—	15.59
Forfeited	—		—		(68,778	)	—	14.05
September 30, 2018	1,556,619		$	14.19
September 30, 2019					1,506,205		397,752	$	12.04



			Estimated Fair Value
(dollars in thousands)	Carrying Value September 30, 2018		Level 1		Level 2		Level 3		September 30, 2018
Financial assets:
Cash	$	153,361	$	153,361	$	—	$	—	$	153,361
Restricted cash	24,236		24,236		—		—		24,236
Loans receivable, net	491,607		—		—		491,607		491,607
Investment in Cognical	6,600		—		—		6,600		6,600
Financial liabilities:
Credit services organization guarantee liability	$	13,243	$	—	$	—	$	13,243	$	13,243
2018 Senior Secured Notes	677,245		—		—		651,848		651,848
Non-Recourse U.S. SPV facility	76,614		—		—		80,000		80,000
Non-Recourse Canada SPV facility	85,342		—		—		89,666		89,666



			Estimated Fair Value
	Carrying Value September 30, 2019		Level 1		Level 2		Level 3		Total
Financial assets:
Cash Surrender Value of Life Insurance	$	5,799	$	5,799	$	—	$	—	$	5,799
Financial liabilities:
Non-qualified deferred compensation plan	$	4,333	$	4,333	$	—	$	—	$	4,333



			Estimated Fair Value
(dollars in thousands)	Carrying Value December 31, 2017		Level 1		Level 2		Level 3		December 31, 2017
Financial assets:
Cash	$	162,374	$	162,374	$	—	$	—	$	162,374
Restricted cash	12,117		12,117		—		—		12,117
Loans receivable, net	363,269		—		—		363,269		363,269
Investment in Cognical	5,600		—		—		5,600		5,600
Financial liabilities:
Credit services organization guarantee liability	$	17,795	$	—	$	—	$	17,795	$	17,795
2017 Senior Secured notes	585,823		—		—		663,475		663,475
Non-Recourse U.S. SPV facility	120,402		—		—		124,590		124,590



			Estimated Fair Value
	Carrying Value December 31, 2018		Level 1		Level 2		Level 3		Total
Financial assets: ⁽¹⁾
Cash Surrender Value of Life Insurance	$	4,790	$	4,790	$	—	$	—	$	4,790
Financial liabilities:
Non-qualified deferred compensation plan	$	3,639	$	3,639	$	—	$	—	$	3,639
(1) Zibby was not included as of 12/31/18 as it was accounted for under the cost method.



	Common Stock			Paid-in capital			Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity
	Shares Outstanding	Par Value		Paid-in capital			Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity
Balances at December 31, 2017	44,561,419	$	8	$	46,079		$	3,988		$	(42,939	)	$	7,136
Net income from continuing operations	—	—		—			24,913			—			24,913
Net loss from discontinued operations	—	—		—			(1,621		)	—			(1,621		)
Foreign currency translation adjustment	—	—		—			—			(2,910		)	(2,910		)
Cash flow hedge expiration	—	—		—			—			54			54
Share based compensation expense	—	—		1,842			—			—			1,842
Initial Public Offering, Net Proceeds ⁽²⁾ (underwriter shares)	1,000,000	1		13,135			—			—			13,136
Balances at March 31, 2018	45,561,419	$	9	$	61,056		$	27,280		$	(45,795	)	$	42,550
Net income from continuing operations	—	—		—			18,718			—			18,718
Net loss from discontinued operations	—	—		—			(2,743		)	—			(2,743		)
Foreign currency translation adjustment	—	—		—			—			(6,754		)	(6,754		)
Cash flow hedge expiration	—	—		—			—			(439		)	(439		)
Share based compensation expense	—	—		1,478			—			—			1,478
Proceeds from exercise of stock options	209,132	—		39			—			—			39
Common stock issued for RSU's vesting	49,994	—		—			—			—			—
Balances at June 30, 2018	45,820,545	$	9	$	62,573		$	43,255		$	(52,988	)	$	52,849
Net loss from continuing operations	—	—		—			(42,590		)	—			(42,590		)
Net loss from discontinued operations	—	—		—			(4,432		)	—			(4,432		)
Foreign currency translation adjustment	—	—		—			—			2,649			2,649
Cash flow hedge expiration	—	—		—			—			(187		)	(187		)
Share based compensation expense	—	—		2,792			—			—			2,792
Proceeds from exercise of stock options	222,432	—		369			—			—			369
Initial Public Offering, Net Proceeds (underwriter shares)	—	—		(1,586		)	—			—			(1,586		)
Balance at September 30, 2018	46,042,977	$	9	$	64,148		$	(3,767	)	$	(50,526	)	$	9,864
⁽¹⁾Accumulated other comprehensive income (loss)
⁽²⁾In connection with the Company's initial public offering in December 2017, the underwriters had a 30-day option to purchase up to an additional 1.0 million shares of the Company's common stock at the initial public offering price, less the underwriting discount for over-allotments, if any. The underwriters exercised this option and purchased 1.0 million shares on January 5, 2018. The exercise of this option provided additional proceeds of $13.1 million.



	Common Stock				Paid-in capital			Treasury Stock			Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity
	Shares Outstanding		Par Value		Paid-in capital			Treasury Stock			Retained Earnings (Deficit)			AOCI ⁽¹⁾			Total Stockholders' Equity
Balances at December 31, 2018	46,412,231		$	9	$	60,015		$	—		$	(18,065	)	$	(61,060	)	$	(19,101	)
Net income from continuing operations	—		—		—			—			28,673			—			28,673
Net income from discontinued operations	—		—		—			—			8,375			—			8,375
Foreign currency translation adjustment	—		—		—			—			—			16,695			16,695
Share based compensation expense	—		—		2,172			—			—			—			2,172
Proceeds from exercise of stock options	7,888		—		40			—			—			—			40
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes	11,170		—		(110		)	—			—			—			(110		)
Balances at March 31, 2019	46,431,289		$	9	$	62,117		$	—		$	18,983		$	(44,365	)	$	36,744
Net income from continuing operations	—		—		—			—			17,667			—			17,667
Net loss from discontinued operations	—		—		—			—			(834		)	—			(834		)
Foreign currency translation adjustment	—		—		—			—			—			3,635			3,635
Share based compensation expense	—		—		2,644			—			—			—			2,644
Proceeds from exercise of stock options	4,908		—		29			—			—			—			29
Repurchase of common stock	(244,200	)	—		—			(2,507		)	—			—			(2,507		)
Common stock issued for RSU's vesting, net of shares withheld and withholding paid for employee taxes	63,285		—		—			—			—			—			—
Balances at June 30, 2019	46,255,282		$	9	$	64,790		$	(2,507	)	$	35,816		$	(40,730	)	$	57,378
Net income from continuing operations	—		—		—			—			27,987			—			27,987
Net loss from discontinued operations	—		—		—			—			(598		)	—			(598		)
Foreign currency translation adjustment	—		—		—			—			—			(1,954		)	(1,954		)
Share based compensation expense	—		—		2,771			—			—			—			2,771
Proceeds from exercise of stock options	3,924		—		18			—			—			—			18
Repurchase of common stock ⁽²⁾	(3,912,041	)	—		—			(50,557		)	—			—			(50,557		)
Balances at September 30, 2019	42,347,165		$	9	$	67,579		$	(53,064	)	$	63,205		$	(42,684	)	$	35,045
⁽¹⁾ Accumulated other comprehensive income (loss)
⁽²⁾Includes the repurchase of 2,000,000 shares of common stock from FFL for $13.55 per share. See Note 17 - "Share Repurchase Program" for additional information.



	Third-Party			Related-Party			Total
Remainder of 2019	$	7,698		$	922		$	8,620
2020	29,596			3,752			33,348
2021	26,450			3,772			30,222
2022	23,387			3,669			27,056
2023	18,674			1,313			19,987
2024	14,088			963			15,051
Thereafter	35,697			3,414			39,111
Total	155,590			17,805			173,395
Less: Imputed interest	(42,920		)	(4,427		)	(47,347		)
Operating lease liabilities	$	112,670		$	13,378		$	126,048



	Third Party		Related Party		Total
2019	$	24,211	$	3,330	$	27,541
2020	20,547		3,285		23,832
2021	17,301		3,324		20,625
2022	14,558		3,322		17,880
2023	10,269		705		10,974
Thereafter	13,446		730		14,176
Total ⁽¹⁾	$	100,332	$	14,696	$	115,028
(1) Future minimum lease payments exclude the U.K. as all U.K. subsidiaries were placed into administration effective February 25, 2019.



	Three Months Ended September 30,							Nine Months Ended September 30, 2019
	2019			2018				2019⁽¹⁾			2018
Revenue	$	—		$	13,522			$	6,957		$	36,251
Provision for losses	—			6,831				1,703			16,618
Net revenue	—			6,691				5,254			19,633

Cost of providing services
Office	—			416				246			1,490
Other costs of providing services	—			120				61			1,213
Advertising	—			2,765				775			7,077
Total cost of providing services	—			3,301				1,082			9,780
Gross margin	—			3,390				4,172			9,853
Operating expense (income)
Corporate, district and other expenses	—			7,690				3,810			18,390
Interest income	—			(7		)		(4		)	(19		)
Loss on disposition	—			—				39,414			—
Total operating expense	—			7,683				43,220			18,371
Pre-tax loss from operations of discontinued operations	—			(4,293		)		(39,048		)	(8,518		)
Income tax expense (benefit) related to disposition	598			139				(45,991		)	278
Net (loss) income from discontinued operations	$	(598	)	$	(4,432	)	��	$	6,943		$	(8,796	)
(1) Includes U.K. Subsidiaries financial results from January 1, 2019 to February 25, 2019.



	September 30, 2019		December 31, 2018
ASSETS
Cash	$	—	$	9,859
Restricted cash	—		3,384
Gross loans receivable	—		25,256
Less: allowance for loan losses	—		(5,387		)
Loans receivable, net	—		19,869
Prepaid expenses and other	—		1,482
Other	—		267
Total assets classified as discontinued operations in the Condensed Consolidated Balance Sheets	$	—	$	34,861
LIABILITIES
Accounts payable and accrued liabilities	$	—	$	8,136
Deferred revenue	—		180
Accrued interest	—		(5		)
Deferred rent	—		149
Other long-term liabilities	—		422
Total liabilities classified as discontinued operations in the Condensed Consolidated Balance Sheets	$	—	$	8,882


(ii)	The Company's other subsidiaries on a consolidated basis, which are not guarantors of the 8.25% Senior Secured Notes (the “Subsidiary Non-Guarantors”);


(iii)	The Non-recourse Canada SPV facility, a wholly-owned, bankruptcy-remote special purpose subsidiary;


~~(ii)~~	~~CFTC as the issuer of the 12.00% Senior Secured Notes;~~


~~(iii)~~	~~CURO Intermediate as the issuer of the 10.75% senior secured notes that were redeemed in February 2017;~~


(v)	~~Our other subsidiaries on a consolidated basis, which are not guarantors of the Senior Secured Notes (the “Subsidiary Non-Guarantors”)~~


~~(vi)~~	Consolidating and eliminating entries representing adjustments to:


a.	eliminate intercompany transactions between or among us, the Subsidiary Guarantors and the Subsidiary Non-Guarantors; and


~~(vii)~~(vi)	UsThe Company and ~~our~~its subsidiaries on a consolidated basis.