Condensed Consolidating Financial Statements | 13. Condensed Consolidating Financial Statements The Company’s Notes are unconditionally guaranteed by certain of the Company’s subsidiaries (the “Guarantor Subsidiaries”) and are not secured by its other subsidiaries (the “Non-Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned, all guarantees are full and unconditional, and all guarantees are joint and several. As a result of the guarantee arrangements, the Company is required, in accordance with Rule 3-10 of Regulation S-X, to present the following condensed consolidating financial statements. The condensed consolidating financial statements reflect the investments in subsidiaries of the Company using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed consolidating financial statements of Enova International, Inc. (the “Parent”), its Guarantor Subsidiaries and Non-Guarantor Subsidiaries as of March 31, 2017 and 2016 and December 31, 2016 and for the periods ended March 31, 2017 and 2016 are shown on the following pages. CONDENSED CONSOLIDATING BALANCE SHEETS As of March 31, 2017 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 92,568 $ 4,462 $ — $ 97,030 Restricted cash — 7,795 17,815 — 25,610 Loans and finance receivables, net — 303,000 212,463 — 515,463 Income taxes receivable 77,477 (74,481 ) 8 — 3,004 Other receivables and prepaid expenses 115 17,550 394 — 18,059 Property and equipment, net — 43,598 681 — 44,279 Goodwill — 267,011 — — 267,011 Intangible assets, net — 5,133 3 — 5,136 Investment in subsidiaries 318,664 30,693 — (349,357 ) — Intercompany receivable 364,990 — — (364,990 ) — Other assets 299 7,197 2,325 — 9,821 Total assets $ 761,545 $ 700,064 $ 238,151 $ (714,347 ) $ 985,413 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 16,351 $ 52,457 $ 1,677 $ — $ 70,485 Intercompany payables — 295,960 69,030 (364,990 ) — Income taxes currently payable — — — — — Deferred tax liabilities, net (366 ) 26,210 (506 ) — 25,338 Long-term debt 487,087 — 144,030 — 631,117 Total liabilities 503,072 374,627 214,231 (364,990 ) 726,940 Commitments and contingencies Stockholders' equity 258,473 325,437 23,920 (349,357 ) 258,473 Total liabilities and stockholders' equity $ 761,545 $ 700,064 $ 238,151 $ (714,347 ) $ 985,413 CONDENSED CONSOLIDATING BALANCE SHEETS As of March 31, 2016 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 110,721 $ 1,490 $ — $ 112,211 Restricted cash — 7,191 13,717 — 20,908 Loans and finance receivables, net — 285,172 143,030 — 428,202 Income taxes receivable 42,513 (35,073 ) (4 ) — 7,436 Other receivables and prepaid expenses 131 18,487 192 — 18,810 Property and equipment, net — 45,404 336 — 45,740 Goodwill — 267,012 — — 267,012 Intangible assets, net — 6,214 7 — 6,221 Investment in subsidiaries 248,576 13,769 — (262,345 ) — Intercompany receivable 426,183 — — (426,183 ) — Other assets 767 7,869 — — 8,636 Total assets $ 718,170 $ 726,766 $ 158,768 $ (688,528 ) $ 915,176 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 16,349 $ 56,572 $ 1,357 $ — $ 74,278 Intercompany payables — 384,495 41,688 (426,183 ) — Deferred tax liabilities, net — 29,146 (267 ) — 28,879 Long-term debt 484,216 — 110,198 — 594,414 Total liabilities 500,565 470,213 152,976 (426,183 ) 697,571 Commitments and contingencies Stockholders' equity 217,605 256,553 5,792 (262,345 ) 217,605 Total liabilities and stockholders' equity $ 718,170 $ 726,766 $ 158,768 $ (688,528 ) $ 915,176 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2016 (dollars in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 36,057 $ 3,877 $ — $ 39,934 Restricted cash — 6,838 19,468 — 26,306 Loans and finance receivables, net — 335,160 226,390 — 561,550 Income taxes receivable — — — — — Other receivables and prepaid expenses 127 19,095 302 — 19,524 Property and equipment, net — 46,507 593 — 47,100 Goodwill — 267,010 — — 267,010 Intangible assets, net — 5,400 4 — 5,404 Investment in subsidiaries 294,646 25,131 — (319,777 ) — Intercompany receivable 363,942 — — (363,942 ) — Other assets 597 7,995 2,459 — 11,051 Total assets $ 659,312 $ 749,193 $ 253,093 $ (683,719 ) $ 977,879 Liabilities and Stockholders' Equity Accounts payable and accrued expenses $ 4,310 $ 65,714 $ 1,647 $ — $ 71,671 Intercompany payables — 295,763 68,179 (363,942 ) — Income taxes currently payable (72,704 ) 73,006 (20 ) — 282 Deferred tax liabilities, net (354 ) 15,156 (486 ) — 14,316 Long-term debt 486,361 — 163,550 — 649,911 Total liabilities 417,613 449,639 232,870 (363,942 ) 736,180 Commitments and contingencies Stockholders' equity 241,699 299,554 20,223 (319,777 ) 241,699 Total liabilities and stockholders' equity $ 659,312 $ 749,193 $ 253,093 $ (683,719 ) $ 977,879 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 160,767 $ 32,784 $ (1,288 ) $ 192,263 Cost of Revenue — 59,415 22,469 — 81,884 Gross Profit — 101,352 10,315 (1,288 ) 110,379 Expenses Marketing — 19,373 210 — 19,583 Operations and technology — 21,942 1,589 — 23,531 General and administrative 48 24,859 2,077 (1,288 ) 25,696 Depreciation and amortization — 3,455 42 — 3,497 Total Expenses 48 69,629 3,918 (1,288 ) 72,307 (Loss) Income from Operations (48 ) 31,723 6,397 — 38,072 Interest expense, net (13,177 ) (35 ) (4,010 ) — (17,222 ) Foreign currency transaction gain 227 — — — 227 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (12,998 ) 31,688 2,387 — 21,077 Provision for income taxes (4,456 ) 10,863 818 — 7,225 (Loss) Income before Equity in Net Earnings of Subsidiaries (8,542 ) 20,825 1,569 — 13,852 Net earnings of subsidiaries 22,394 1,569 — (23,963 ) — Net Income (Loss) $ 13,852 $ 22,394 $ 1,569 $ (23,963 ) $ 13,852 Other comprehensive gain (loss), net of tax: Foreign currency translation gain (loss) 1,138 510 628 (1,138 ) 1,138 Total other comprehensive gain (loss), net of tax 1,138 510 628 (1,138 ) 1,138 Comprehensive Income (Loss) $ 14,990 $ 22,904 $ 2,197 $ (25,101 ) $ 14,990 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ — $ 173,136 $ 2,206 $ (689 ) $ 174,653 Cost of Revenue — 66,445 3,132 — 69,577 Gross Profit — 106,691 (926 ) (689 ) 105,076 Expenses Marketing — 20,782 399 — 21,181 Operations and technology — 19,183 951 — 20,134 General and administrative 43 27,442 1,129 (689 ) 27,925 Depreciation and amortization — 3,968 19 — 3,987 Total Expenses 43 71,375 2,498 (689 ) 73,227 (Loss) Income from Operations (43 ) 35,316 (3,424 ) — 31,849 Interest expense, net (13,272 ) 425 (3,068 ) — (15,915 ) Foreign currency transaction gain 1,568 — — — 1,568 (Loss) Income before Income Taxes and Equity in Net Earnings of Subsidiaries (11,747 ) 35,741 (6,492 ) — 17,502 Provision for income taxes (5,127 ) 15,600 (2,834 ) — 7,639 (Loss) Income before Equity in Net Earnings of Subsidiaries (6,620 ) 20,141 (3,658 ) — 9,863 Net earnings of subsidiaries 16,483 (3,658 ) — (12,825 ) — Net Income (Loss) $ 9,863 $ 16,483 $ (3,658 ) $ (12,825 ) $ 9,863 Other comprehensive (loss) gain, net of tax: Foreign currency translation (loss) gain (136 ) (648 ) 511 137 (136 ) Total other comprehensive (loss) gain, net of tax (136 ) (648 ) 511 137 (136 ) Comprehensive Income (Loss) $ 9,727 $ 15,835 $ (3,147 ) $ (12,688 ) $ 9,727 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2017 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 536 $ 130,885 $ (7,494 ) $ (4,062 ) $ 119,865 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (268,245 ) (5,745 ) — (273,990 ) Securitized loans transferred — 37,081 (37,081 ) — — Loans and finance receivables repaid — 160,523 67,665 — 228,188 Change in restricted cash — (2 ) 1,653 — 1,651 Purchases of property and equipment — (2,053 ) (103 ) — (2,156 ) Capital contributions to subsidiaries — (1,500 ) — 1,500 — Other investing activities — 1,517 — — 1,517 Net cash (used in) provided by investing activities — (72,679 ) 26,389 1,500 (44,790 ) Cash Flows from Financing Activities (Proceeds from) Payments for member's equity — (4,062 ) 1,500 2,562 — Treasury shares purchased (536 ) — — — (536 ) Borrowings under securitization facility — — 22,700 — 22,700 Repayments under securitization facility — — (42,670 ) — (42,670 ) Net cash (used in) provided by financing activities (536 ) (4,062 ) (18,470 ) 2,562 (20,506 ) Effect of exchange rates on cash — 2,367 160 — 2,527 Net increase in cash and cash equivalents — 56,511 585 — 57,096 Cash and cash equivalents at beginning of year — 36,057 3,877 — 39,934 Cash and cash equivalents at end of period $ — $ 92,568 $ 4,462 $ — $ 97,030 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2016 (in thousands) Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Cash Flows from Operating Activities $ 75,286 $ (3,466 ) $ 39,942 $ (13,170 ) $ 98,592 Cash Flows from Investing Activities Loans and finance receivables originated or acquired — (138,592 ) (138,255 ) — (276,847 ) Loans and finance receivables repaid — 212,682 (1,505 ) — 211,177 Change in restricted cash — — (13,717 ) — (13,717 ) Purchases of property and equipment — (2,140 ) (90 ) — (2,230 ) Capital contributions to subsidiaries (16,828 ) (3,250 ) — 20,078 — Other investing activities — 58 — — 58 Net cash (used in) provided by investing activities (16,828 ) 68,758 (153,567 ) 20,078 (81,559 ) Cash Flows from Financing Activities Payments for (proceeds from) member's equity — 3,658 3,250 (6,908 ) — Debt issuance costs paid — — (3,271 ) — (3,271 ) Treasury shares purchased (58 ) — — — (58 ) Borrowings under revolving line of credit 10,000 — — — 10,000 Repayments under revolving line of credit (68,400 ) — — — (68,400 ) Borrowings under securitization facility — — 135,061 — 135,061 Repayments under securitization facility — — (21,148 ) — (21,148 ) Net cash (used in) provided by financing activities (58,458 ) 3,658 113,892 (6,908 ) 52,184 Effect of exchange rates on cash — 844 84 — 928 Net increase in cash and cash equivalents — 69,794 351 — 70,145 Cash and cash equivalents at beginning of year — 40,927 1,139 — 42,066 Cash and cash equivalents at end of period $ — $ 110,721 $ 1,490 $ — $ 112,211 |